HWH / HWH International Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 HWH INTERNATIONAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 HWH International In

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission Fil

Letter from Grassi & Co., CPAs, P.C.

Exhibit 16.1 July 2, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by HWH International Inc. under Item 4.01 of its Form 8-K, dated July 2,2025. We agree with the statements concerning our Firm in such Form 8-K. We are not in a position to agree or disagree with other statements of HWH International Inc. contained th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 HWH INTERNATIONA

Insider Trading Policy

Exhibit 19.1 HWH INTERNATIONAL INC. INSIDER TRADING POLICY Adopted as of March 18, 2025 In order to take an active role in the prevention of insider trading violations by the directors, officers and other employees of HWH International Inc. (the “Company”) and its subsidiaries, as well as by certain other individuals, the Nominating and Corporate Governance Committee of the Board of Directors of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41254 HWH INTERNATIO

Subsidiaries of the Company

Exhibit 21 Subsidiaries of HWH International Inc. HWH International Inc. Nevada Hapi Home Inc. Nevada Health Wealth Happiness Pte. Ltd. Singapore Hapi WealthBuilder Pte. Ltd. Singapore Hapi iRobot Pte. Ltd. (f.k.a.HWH Marketplace Pte. Ltd.) Singapore HWH World Inc. Republic of Korea HWH World Limited Hong Kong HWH World Pte. Ltd. Singapore Hapi Cafe Inc. Texas Hapi Cafe Korea Inc. Republic of Kore

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

Exhibit 4.7 DESCRIPTION OF SECURITIES OF HWH General The total amount of authorized capital stock of the Company consists of 56,000,000 shares, consisting of (a) 55,000,000 shares of common stock (the “Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). Common Stock The holders of the Common Stock are entitled to one vote for each share held of record on all matter

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission F

HWH International Inc. Announces Reverse Stock Split

Exhibit 99.1 HWH International Inc. Announces Reverse Stock Split BETHESDA, MD, February 20, 2025 (GLOBE NEWSWIRE) — HWH International Inc. (the “Company”) (NASDAQ: HWH), a purpose-driven lifestyle company, today announced a 1-for-5 reverse stock split of the Company’s common stock to become effective at 9:00 a.m. (Eastern Time) on February 24, 2025. The Company’s common stock is expected to begin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2025.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HWH INTERNATIONAL INC. HWH International, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: That the Board of Directors of the Corporation has duly adopted resolutions (i) authorizing the C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement HWH INTERNATIONAL INC. (Name of Regi

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement HWH INTERNATIONAL INC. (Name of Regi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

Amendment to Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2025.

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HWH INTERNATIONAL INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”) HWH International Inc., a corporation organized and existing under and by virtue of the DGCL, does hereby certify as follows: FIRST: That the Amended and Restated Certificate of Incorpora

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

3,162,500 shares of Common Stock Pre-funded Warrants to Purchase up to 1,250,000 Shares of Common Stock 1,250,000 shares of Common Stock underlying the Pre-funded Warrants

Filed pursuant to Rule 424(b)(4) Registration No. 333-282567 PROSPECTUS 3,162,500 shares of Common Stock Pre-funded Warrants to Purchase up to 1,250,000 Shares of Common Stock 1,250,000 shares of Common Stock underlying the Pre-funded Warrants We are offering 3,162,500 shares of common stock, par value $0.0001 per share (the “common stock”) on a best-efforts basis, at a public offering price of $0

Placement Agency Agreement, dated January 3, 2025, by and between HWH International Inc. and D. Boral Capital LLC.

Exhibit 1.1 HWH INTERNATIONAL INC. PLACEMENT AGENT AGREEMENT January 3, 2025 D. Boral Capital LLC (formerly known as EF Hutton LLC) 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”) HWH International Inc., a Delaware corporation (the “Company”), hereby agrees to sell an aggregate of (i) 3,162,500 (the “Shares

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2025 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

Form of Pre-Funded Warrant.

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT HWH INTERNATIONAL INC Warrant No.: PFW- Number of Common Shares: Date of Issuance: [], 2025 (“Issuance Date”) Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

Stock Purchase Agreement dated December 24, 2024, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on December 26, 2024.

Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 24, 2024 by and among HWH International Inc., a Delaware corporation (the “Seller”), and Alset Inc., a Texas corporation (the “Buyer”). RECITALS WHEREAS, Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Sec

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Tel: 1-301-971-3955

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Tel: 1-301-971-3955 December 19, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Scott Anderegg Re: HWH International Inc. Registration Statement on Form S-1 File No. 333-282567 Ladies and Gent

December 19, 2024

December 19, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

December 12, 2024

December 12, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Tel: 1-301-971-3955

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Tel: 1-301-971-3955 December 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Scott Anderegg Re: HWH International Inc. Registration Statement on Form S-1 File No. 333-282567 Withdrawal Requ

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Tel: 1-301-971-3955

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Tel: 1-301-971-3955 December 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Scott Anderegg Re: HWH International Inc. Registration Statement on Form S-1 File No. 333-282567 Ladies and Gent

Form of Placement Agent Warrant

Exhibit 4.8 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT HWH INTERNATIONAL inc. Warrant Shares: Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Form of Pre-funded Warrant

Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT HWH INTERNATIONAL INC Warrant No.: PFW- Number of Common Shares: Date of Issuance: [], 2024 (“Issuance Date”) Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the

As filed with the Securities and Exchange Commission on December 10, 2024

As filed with the Securities and Exchange Commission on December 10, 2024 Registration No.

Form of Placement Agency Agreement, dated [____].

Exhibit 1.1 HWH INTERNATIONAL INC. PLACEMENT AGENT AGREEMENT , 2024 D. Boral Capital LLC (formerly known as EF Hutton LLC) 590 Madison Avenue, 39th Floor New York, New York 10022 Ladies and Gentlemen: Subject to the terms and conditions herein (this “Agreement”) HWH International Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of (i) 3,571,429 (the “Shares”)

December 10, 2024

December 10, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

Form of Securities Purchase Agreement

Exhibit 10.20 FORM OF SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between HWH International, Inc., a company incorporated under the laws of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subj

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HWH International Inc.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HWH International Inc.

As filed with the Securities and Exchange Commission on December 3, 2024

As filed with the Securities and Exchange Commission on December 3, 2024 Registration No.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

Stock Purchase Agreement with Alset Inc. dated November 25, 2024, incorporated by reference to exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on November 26, 2024.

Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 25, 2024 by and among HWH International Inc., a Delaware corporation (the “Seller”), and Alset Inc., a Texas corporation (the “Buyer”). RECITALS WHEREAS, Seller and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Sec

HWH / HWH International Inc. / Chan Heng Fai Ambrose Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7) HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) Heng Fai Ambrose Chan Chairman HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD

HWH / HWH International Inc. / Chan Heng Fai Ambrose Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6) HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) Heng Fai Ambrose Chan Chairman HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD

US02115M1099 / Alset Capital Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-acax093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 HWH INTERNAT

Company Investor Presentation dated, as of October 30, 2024

Exhibit 99.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HWH International Inc.

As filed with the Securities and Exchange Commission on October 23, 2024

As filed with the Securities and Exchange Commission on October 23, 2024 Registration No.

Form of Pre-funded Warrant

Exhibit 4.7 [FORM OF PRE-FUNDED WARRANT] HWH INTERNATIONAL INC. PRE-FUNDED WARRANT TO PURCHASE COMMON SHARES Warrant No.: Number of Common Shares: Date of Issuance: [], 2024 (“Issuance Date”) HWH International Inc. a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registere

Form of Underwriting Agreement

Exhibit 1.1 UNDERWRITING AGREEMENT between HWH INTERNATIONAL INC. and EF HUTTON LLC, as Representative of the Several Underwriters HWH INTERNATIONAL INC. UNDERWRITING AGREEMENT New York, New York [●], 2024 EF HUTTON LLC as Representative of the several Underwriters named on Schedule 1 attached hereto [590 Madison Avenue, 39th Floor New York, New York 10022] Ladies and Gentlemen: The undersigned, H

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HWH International Inc.

As filed with the Securities and Exchange Commission on October 9, 2024

As filed with the Securities and Exchange Commission on October 9, 2024 Registration No.

HWH / HWH International Inc. / Chan Heng Fai Ambrose Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) Heng Fai Ambrose Chan Chairman HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Telephone: 301-971-3

Debt Conversion Agreement, between HWH International Inc. and Alset Inc., dated September 24, 2024, incorporated by reference to exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on September 25, 2024.

Exhibit 10.1 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of September 24, 2024 by and between Alset Inc., a Texas corporation having an address of 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (“Investor”) and HWH International Inc., a Delaware corporation having an address of 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissi

Debt Conversion Agreement, between HWH International Inc. and Alset International Limited, dated September 24, 2024, incorporated by reference to exhibit 10.2 of the registrant’s current report on Form 8-K filed with the SEC on September 25, 2024.

Exhibit 10.2 DEBT CONVERSION AGREEMENT This Debt Conversion Agreement (the “Agreement”) is entered into effective as of September 24, 2024 by and between Alset International Limited, a Singapore company having an address of 9 Temasek Boulevard, #16-04, Suntec Tower Two, Singapore 038989 (“Parent”) and HWH International Inc., a Delaware corporation having an address of 4800 Montgomery Lane, Suite 2

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 HWH INTERNATIONAL

HWH International Inc. 149,443 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-278560 PROSPECTUS HWH International Inc. 149,443 Shares of Common Stock This prospectus relates to the resale by the selling stockholders of HWH International Inc. (the “Company”) named in this prospectus from time to time of up to 149,443 shares of common stock, par value $0.0001 per share, issued pursuant to a Satisfaction and Discharge of In

4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 | 1-301-971-3955 | hwhintl.com

June 13, 2024 Securities and Exchange Commission Division of Corporation Finance 100 F Street N.

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 June 5, 2024 VIA EDGAR Alyssa Wall and Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: HWH International Inc. Registration Statement on Form S-1 filed on May 20, 2024 File No. 333-278560 Dear Ms. Wall and Mr. Field: On beha

As filed with the Securities and Exchange Commission on June 5, 2024

As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.

As filed with the Securities and Exchange Commission on May 20, 2024

As filed with the Securities and Exchange Commission on May 20, 2024 Registration No.

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 May 20, 2024 VIA EDGAR Alyssa Wall and Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: HWH International Inc. Registration Statement on Form S-1 filed on May 3, 2024 File No. 333-278560 Dear Ms. Wall and Mr. Field: On behal

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 HWH INTERNATIONA

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814

HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 May 3, 2024 VIA EDGAR Alyssa Wall and Donald Field Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: HWH International Inc. Registration Statement on Form S-1 filed on April 8, 2024 File No. 333-278560 Dear Ms. Wall and Mr. Field: On beha

As filed with the Securities and Exchange Commission on May 3, 2024

As filed with the Securities and Exchange Commission on May 3, 2024 Registration No.

Letter from MaloneBailey, LLP to the Securities and Exchange Commission dated April 23, 2024.

Exhibit 16.1 April 23, 2024 U.S. Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 RE: HWH International Inc. File No.: 001-41254 We have read the statements under item 4.01 of the Form 8-K to be filed with the Securities and Exchange Commission. We agree with statements pertaining to us. MaloneBailey, LLP www.malonebailey.com Houston, Texas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 HWH International

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission F

Credit Facility Agreement between Alset Inc. and HWH International Inc., dated April 24, 2024, incorporated by reference to exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on April 25, 2024.

Exhibit 10.1 CREDIT FACILITY AGREEMENT THIS CREDIT FACILITY AGREEMENT (this “Agreement”), dated and effective April 24, 2024 (the “Effective Date”), is made between Alset Inc., a company incorporated under the laws of the State of Texas, having its principal office at 4800 Montgomery Lane Suite 210, Bethesda, MD 20814 and/or its successors and assigns (the “Lender”) and HWH International Inc., a c

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) HWH International Inc.

As filed with the Securities and Exchange Commission on April 8, 2024

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorpo

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma combined financial statements of Alset present the combination of the historical financial information of Alset and HWH adjusted to give effect for the Business Combination. The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.3 Management’s Discussion and Analysis of Financial Condition and Results of Operations Forward-Looking Statements Our analysis contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements.

Consent of Independent Registered Public Accounting Firm

Exhibit 99.4 Consent of Independent Registered Public Accounting Firm We hereby consent to the inclusion in this Form 8-K of our report dated March 25, 2024, relating to the consolidated financial statements of HWH International Inc. and Subsidiaries as of and for the years ended December 31, 2023 and December 31, 2022. Our opinion also included an emphasis of matter paragraph relating to the rest

HWH International Inc. and Subsidiaries CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022

Exhibit 99.1 HWH International Inc. and Subsidiaries CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2023 and 2022 Table of Contents Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 606) 1 Consolidated Balance Sheets as of December 31, 2023 and 2022 (as restated) 2 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission Fi

Clawback Policy of HWH International Inc.

Exhibit 97.1 HWH INTERNATIONAL INC. CLAWBACK POLICY Introduction The Board of Directors (“Board”) of HWH International Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to adopt this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 HWH Internation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commissio

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

Exhibit 4.7 DESCRIPTION OF SECURITIES OF HWH General The total amount of authorized capital stock of the Company consists of 56,000,000 shares, consisting of (a) 55,000,000 shares of common stock (the “Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”). Common Stock The holders of the Common Stock are entitled to one vote for each share held of record on all matter

Subsidiaries of the Company, incorporated by reference to Exhibit 21 of the registrant’s annual report on Form 10-K filed with the SEC on February 28, 2024.

Exhibit 21 Subsidiaries of HWH International Inc. HWH International Inc. Nevada Health Wealth Happiness Pte. Ltd. Singapore Hapi Travel Pte. Ltd. Singapore Hapi WealthBuilder Pte. Ltd. Singapore HWH Marketplace Pte. Ltd. Singapore HWH World Inc. Republic of Korea HWH KOR Inc. Delaware HWH World Limited Hong Kong HWH World Pte. Ltd. Singapore HWH World Inc. Nevada Hapi Cafe Inc. Texas Hapi Cafe Kor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41254 HWH INTERNATIO

HWH / HWH International Inc. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 44852G101 (CUSIP Number) January 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

US02115M1099 / Alset Capital Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALSET CAPITAL ACQUISITION CORP.n/k/a HWH International Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statemen

US02115M1099 / Alset Capital Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US02115M2089 / Alset Capital Acquisition Corp. / Oaktree Capital Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20021336sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* HWH International Inc. (Name of Issuer) Units, each consisting of one share of Class A common stock, $0.0001 par value, one-half of one redeemable warrant, and one right (Title of Class of Securities) 02115M208 (C

US02115M1099 / Alset Capital Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment

SC 13G/A 1 lighthouse-acax123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALSET CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of th

HWH / HWH International Inc. / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HWH International Inc. (f/k/a Alset Capital Acquisition Corp.) (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 4852G101 (CUSIP Number) December 31, 2023 (Date of Event which Requ

HWH / HWH International Inc. / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* HWH International Inc. (f/ka/ Alset Capital Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 44852G101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of th

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

HWH / HWH International Inc. / Chan Heng Fai Ambrose Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4) HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) Heng Fai Ambrose Chan Chairman HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Telephone: 301-971-3

US02115M1099 / Alset Capital Acquisition Corp. / WOLVERINE ASSET MANAGEMENT LLC - SC 13G Passive Investment

SC 13G 1 ef20019931sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* HWH International Inc. (formerly Alset Capital Acquisition Corp.) (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 44852G101 (CUSIP Number) December 31, 2023 (Date of Eve

HWH / HWH International Inc. / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* HWH International Inc. (formerly known as Alset Capital Acquisition Corp) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement)

Joint Filing Agreement, by and between the Reporting Persons, dated January 19, 2024.

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of January 19, 2024 by and between Alset Acquisition Sponsor, LLC, a Delaware limited liability company, Alset International Limited, a Singapore registered company, Alset Inc., a Texas company, and Heng Fai Ambrose Chan (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use S

HWH / HWH International Inc. / Chan Heng Fai Ambrose Activist Investment

SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3) HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) Heng Fai Ambrose Chan Chairman HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD

Satisfaction and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report on Form 8-K filed with the SEC on January 12, 2024.

Exhibit 10.3 SATISFACTION AND DISCHARGE OF INDEBTEDNESS PURSUANT TO UNDERWRITING AGREEMENT DATED JANUARY 31, 2022 DECEMBER 18, 2023 This Satisfaction and Discharge of Indebtedness (the “Satisfaction and Discharge”) is made and entered into December 18, 2023, to be effective as of the closing of the Business Combination, as defined below, by and between Alset Capital Acquisition Corp., a Delaware c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 HWH International

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 HWH International Inc. (Exact name of registrant as specified in its charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission

HWH International together with Alset Capital Acquisition Corp. Announce Closing of Business Combination

Exhibit 99.6 HWH International together with Alset Capital Acquisition Corp. Announce Closing of Business Combination ● The common stock of the combined company is expected to commence trading on The Nasdaq Global Market under ticker symbol “HWH” on January 9, 2024. Bethesda, MD, January 8, 2024 (GLOBE NEWSWIRE) – Alset Capital Acquisition Corp. (“Alset”) (Nasdaq: “ACAX” for common stock and “ACAX

HWH International Inc. and Subsidiaries CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 2023 and 2022

Exhibit 99.3 HWH International Inc. and Subsidiaries CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Nine Months Ended September 30, 2023 and 2022 HWH International Inc. and Subsidiaries Table of Contents Page Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the nine months ended Se

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2022, is made and entered into by and among Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Introduction The following unaudited pro forma condensed combined financial statements of Alset present the combination of the historical financial information of Alset and HWH adjusted to give effect for the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in

Amended and Restated Bylaws incorporated by reference to Exhibit 3.2 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2024.

Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF HWH INTERNATIONAL INC. (THE “CORPORATION”) These Amended and Restated Bylaws of HWH International Inc., a Delaware corporation (the “Corporation”), are effective as of January 8, 2024, and hereby amend the restated bylaws of the Corporation in its entirety: ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within

ALSET CAPITAL ACQUISITION CORP. BALANCE SHEETS

Exhibit 99.1 ALSET CAPITAL ACQUISITION CORP. BALANCE SHEETS (Unaudited) August 31, November 30, 2023 2022 ASSETS Current assets: Cash $ 812,293 $ 1,172,581 Due from Sponsor 3,863 13,000 Other current assets 285,000 9,043 Total current assets 1,101,156 1,194,624 Cash and marketable securities held in Trust Account 20,977,754 88,102,610 Total assets $ 22,078,910 $ 89,297,234 LIABILITIES AND STOCKHOL

Amended and Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2024.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALSET CAPITAL ACQUISITION CORPORATION January 8, 2024 Alset Capital Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: FIRST: The present name of the corporation is “Alset Capital Acquisition Corporation.” The corporation was incorporated under the name

US02115M1099 / Alset Capital Acquisition Corp. / Yakira Capital Management, Inc. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (N

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 15, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 8, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 8, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File N

US02115M1099 / Alset Capital Acquisition Corp. / Chan Heng Fai Ambrose Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No. 2 ALSET CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 02115M 109 (CUSIP Number) Heng Fai Ambrose Chan Chief Executive Officer Alset Capital Acquisition Corp. 4800 Montgomery Lane, Suite 210

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 30, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 16, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

Amendment to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC on November 3, 2023.

Exhibit 3.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALSET CAPITAL ACQUISITION CORP. November 2, 2023 Alset Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Alset Capital Acquisition Corp.” The original certificate of inco

Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File N

Amendment No. 2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on November 3, 2023.

Exhibit 10.1 AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of November 2, 2023, which further amends the Amendment No. 1 to Investment Management Trust Agreement, by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File N

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 26, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 24, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 ALSET CAPITAL A

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 12, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 5, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 12, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 23, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 23, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Nu

US02115M1099 / Alset Capital Acquisition Corp. / Chan Heng Fai Ambrose Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* ALSET CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 02115M 109 (CUSIP Number) Heng Fai Ambrose Chan Chief Executive Officer Alset Capital Acquisition Corp. 4800 Montgomery Lane, Suite

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 21, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Nu

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 15, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Nu

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 9, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Exhibit 99.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Numb

Form of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on July 31, 2023.

Exhibit 10.1 Execution Version Date: July 30, 2023 To: Alset Capital Acquisition Corp., a Delaware corporation (“ACAX”) and HWH International Inc., a Nevada corporation (“Target”). Address: 4800 Montgomery Lane, Suite 210 Bethesda, Maryland 20814 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) (iii) Meteora Select Trading Opportunities Master, L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 31, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Numb

Form of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s current report on Form 8-K filed with the SEC on July 31, 2023.

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation (the “Company”) and the undersigned subscriber (“Subscriber”). WHEREAS, in connection with the transactions contemplated by the Agreement and Plan of Merger dated as of September 9, 2022 (as may be further

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 21, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 21, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

ALSET CAPITAL ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF SPECIAL MEETING OF STOCKHOLDERS

Exhibit 99.1 ALSET CAPITAL ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF SPECIAL MEETING OF STOCKHOLDERS Bethesda, MD, July 21, 2023 (GLOBE NEWSWIRE) – Alset Capital Acquisition Corp. (Nasdaq: ACAX) (“Alset”) announced today that its special meeting of stockholders (the “Meeting”), which was originally scheduled for July 25, 2023, has been postponed to 9:00 a.m. Eastern Time, on Tuesday, August 1, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 ALSET CAPITAL ACQU

DEFINITIVE PROXY STATEMENT/PROSPECTUS, DATED JULY 11, 2023 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF ALSET CAPITAL ACQUISITION CORP. PROSPECTUS FOR SHARES FOR UP TO 14,656,250 SHARES OF COMMON STOCK OF ALSET CAPITAL ACQUISITION CORP.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-267841 DEFINITIVE PROXY STATEMENT/PROSPECTUS, DATED JULY 11, 2023 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF ALSET CAPITAL ACQUISITION CORP. AND PROSPECTUS FOR SHARES FOR UP TO 14,656,250 SHARES OF COMMON STOCK OF ALSET CAPITAL ACQUISITION CORP. To the Stockholders of Alset Capital Acquisition Corp.: You are cordially invited to att

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S

July 11, 2023

July 11, 2023 VIA EDGAR AND FACSIMILE United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter)

Registration No. 333-267841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 8 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classificati

Amendment No. 1 To Investment Management Trust Agreement between Wilmington Trust Company, dated May 1, 2023

Exhibit 10.4

Amendment to the Amended and Restated Certificate of Incorporation, dated May 2, 2023

Exhibit 3.2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter)

Registration No. 333-267841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classificati

Amendment No. 1 To Investment Management Trust Agreement between Wilmington Trust Company, dated May 1, 2023

Exhibit 10.4

Amendment to the Amended and Restated Certificate of Incorporation, dated May 2, 2023

Exhibit 3.2

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 June 28, 2023 Taylor Beech and Lilyanna Peyser Division of Corporation Finance Office of Trade & Services Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Alset Capital Acquisition Corp. Amendment No. 6 to Registration Statement on Form S-4 Filed May 23, 2023 File No. 333-267841 Dear Ms

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 16, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Numb

US02115M1099 / Alset Capital Acquisition Corp. / Hudson Bay Capital Management LP - ACAX 13GA Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Consent of John Thatch***

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Amendment No. 1 To Investment Management Trust Agreement between Wilmington Trust Company, dated May 1, 2023

Exhibit 10.4

Consent of Chan Tung Moe***

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Amendment to the Amended and Restated Certificate of Incorporation, dated May 2, 2023

Exhibit 3.2

Consent of Joanne Wong Hiu Pan***

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter)

Registration No. 333-267841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classificati

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD May 22, 2023 Ms. Nasreen Mohammed and Ms. Angela Lumley Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE, Washington, D.C. 20549 Re: Alset Capital Acquisition Corp. Amendment No. 5 to Registration Statement on Form S-4 Filed April 13, 2023 File No. 333-267841 Dear Ms. Mohammed and Ms. Lu

US02115M1099 / Alset Capital Acquisition Corp. / Yakira Capital Management, Inc. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) NICHOLAS SABATINI, CFO & CCO; 1555 POST ROAD EAST, SUITE 202, WESTPORT, CT 06880; (203) 341-0702 (Na

Amendment to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference to Exhibit 3.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALSET CAPITAL ACQUISITION CORP. May 2, 2023 Alset Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Alset Capital Acquisition Corp.” The original certificate of incorporation o

Other Events, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Number

Amendment No. 1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023.

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of May 1, 2023, by and between Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Am

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 1, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2023 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 ALSET CAPITAL

Consent of John Thatch*

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

As filed with the U.S. Securities and Exchange Commission on April 13, 2023

As filed with the U.S. Securities and Exchange Commission on April 13, 2023 Registration No. 333-267841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction

Consent of Chan Tung Moe*

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Consent of Joanne Wong Hiu Pan*

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy S

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD April 13, 2023 Nasreen Mohammed and Angela Lumley Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Alset Capital Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed February 3, 2023 File No. 333-267841 Dear Ms.

April 11, 2023

April 11, 2023 Ms. Cara B. Wirth and Ms. Pamela Long Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE, Washington, D.C. 20549 Re: Alset Capital Acquisition Corp. Form 14A (Preliminary Proxy Statement) Filed on March 24, 2023 Supplemental Response Letter to Oral Comments received on April 7, 2023 Dear Ms. Wirth and Ms. Long: This letter is being furnished in respo

April 10, 2023

April 10, 2023 Ms. Cara B. Wirth and Ms. Pamela Long Division of Corporation Finance Securities and Exchange Commission 100 F Street, NE, Washington, D.C. 20549 Re: Alset Capital Acquisition Corp. Form 14A (Preliminary Proxy Statement) Filed on March 24, 2023 Supplemental Response Letter to Oral Comments received on April 7, 2023 Dear Ms. Wirth and Ms. Long: This letter is being furnished in respo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy S

Consent of Chan Tung Moe*

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Consent of Joanne Wong Hiu Pan*

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

As filed with the U.S. Securities and Exchange Commission on March 17, 2023

As filed with the U.S. Securities and Exchange Commission on March 17, 2023 Registration No. 333-267841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction

Consent of John Thatch*

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD, 20814

ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD, 20814 March 17, 2023 Nasreen Mohammed and Angela Lumley Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Alset Capital Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed February 3, 2023 File No. 333-267841 De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41254 ALSET CAPITAL

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

Exhibit 4.7 DESCRIPTION OF SECURITIES Pursuant to our certificate of incorporation, our authorized capital stock consists of 50,000,000 shares of Class A common stock, $0.0001 par value, 5,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock. B

Subsidiaries of the Company

Exhibit 21 Subsidiaries of Alset Capital Acquisition Corp. None.

Exhibit 1.

EX-99.1 2 brhc10048157ex99-1.htm EXHIBIT 1 EXHIBIT 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G/A is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A shall be filed on b

US02115M1099 / Alset Capital Acquisition Corp. / ATW SPAC MANAGEMENT LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 02115M109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the

US02115M1099 / Alset Capital Acquisition Corp. / Shaolin Capital Management LLC Passive Investment

SC 13G 1 acax.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class of Securities) 02115M109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropri

US02115M1099 / Alset Capital Acquisition Corp. / Oaktree Capital Group, LLC - SC 13G/A Passive Investment

SC 13G/A 1 brhc10048157sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alset Capital Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 02115M109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this S

US02115M1099 / Alset Capital Acquisition Corp. / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 acax21423.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ALSET CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this State

US02115M1099 / Alset Capital Acquisition Corp. / Lighthouse Investment Partners, LLC Passive Investment

SC 13G 1 lighthouse-acax123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALSET CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Stat

US02115M2089 / Alset Capital Acquisition Corp. / MANGROVE PARTNERS Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Consent of John Thatch*

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

February 3, 2023

February 3, 2023 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

Consent of Chan Tung Moe*

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Consent of Joanne Wong Hiu Pan*

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

As filed with the U.S. Securities and Exchange Commission on February 3, 2023

As filed with the U.S. Securities and Exchange Commission on February 3, 2023 Registration No. 333-267841 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdicti

US02115M1099 / Alset Capital Acquisition Corp. / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Empl

Consent of John Thatch*

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Consent of Chan Tung Moe*

EX-99.5 7 ex99-5.htm Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to

Consent of Joanne Wong Hiu Pan*

EX-99.3 5 ex99-3.htm Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to

January 4, 2023

January 4, 2023 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

US02115M1099 / Alset Capital Acquisition Corp. / Hudson Bay Capital Management LP - ACAX 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 02115M109 (CUSIP Number) November 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Empl

Consent of Joanne Wong Hiu Pan*

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Consent of John Thatch*

EX-99.4 7 ex99-4.htm Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to

November 25, 2022

November 25, 2022 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

List of Subsidiaries, incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-4 filed on October 12, 2022

EX-21.1 2 ex21-1.htm Exhibit 21.1

Consent of Chan Tung Moe*

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Alset Capital Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 87-3296100 (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification

List of Subsidiaries, incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-4 filed on October 12, 2022

Exhibit 21.1

Consent of Chan Tung Moe*

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Filing Fee Table, incorporated by reference to Exhibit 107 to the Registrant’s Registration Statement on Form S-4 filed on October 12, 2022

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Alset Capital Acquisition Corp.

Consent of John Thatch*

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the ?Company?) of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Re

Consent of Joanne Wong Hiu Pan*

EX-99.3 6 ex99-3.htm Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alset Capital Acquisition Corp. (the “Company”) of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 ALSET CAPITAL A

Shareholder Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc. and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on September 12, 2022.

EX-10.2 4 ex10-2.htm Exhibit 10.2 COMPANY SHAREHOLDER SUPPORT AGREEMENT This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Support Agreement”), is entered into by the shareholder listed on Exhibit A hereto (the “Shareholder”), HWH International Inc., a Nevada corporation (the “Company), and Alset Capital Acquisition Corp., a Delaware corporation (“Alset”). Capitalized

Merger Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc. and HWH International Inc., incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

EX-2.1 2 ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among ALSET CAPITAL ACQUISITION CORP. HWH MERGER SUB, INC. and HWH INTERNATIONAL INC. Dated as of September 9, 2022 Table of Contents Page ARTICLE I DEFINITIONS 2 SECTION 1.1 Certain Definitions 2 SECTION 1.2 Construction 12 ARTICLE II THE MERGER; CLOSING 12 SECTION 2.1 The Merger 12 SECTION 2.2 Closing 12 SECTION 2.3 Effective Tim

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 9, 2022 Date of Report (Date of earliest event reported) ALSET CAPITAL ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41254 87-3296100 (State or other jurisdiction of incorporation) (Commission File

Alset Capital Acquisition Corp. Announces Execution of Merger Agreement with HWH International Inc.

EX-99.1 5 ex99-1.htm Exhibit 99.1 Alset Capital Acquisition Corp. Announces Execution of Merger Agreement with HWH International Inc. Bethesda, MD / Accesswire / September 12, 2022 / Alset Capital Acquisition Corp. (NASDAQ: ACAX) (“ACAX”), a special purpose acquisition corporation sponsored by Alset Acquisition Sponsor LLC, announced the execution of an agreement and plan of merger with HWH Intern

Sponsor Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp. and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

EX-10.1 3 ex10-1.htm Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of September 9, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), HWH International Inc., a Nevada corporation (the “Company”), and Alset Capital Acquisition Corp., a Delaware corporation (“Buyer”). Capitalized terms used bu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 ALSET CAPITAL ACQU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41254 ALSET CAPITAL

US02115M2089 / Alset Capital Acquisition Corp. / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alset Capital Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 02115M109 (CUSIP Number) March 24, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

Other Events

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2022 ALSET CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-412

MANGROVE PARTNERS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Feis Lawrence Michael - SCHEDULE 13G

SC 13G 1 lfsc13g.htm SCHEDULE 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* Alset Capital Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $ 0.0001 (Title of Class

Oaktree Capital Group, LLC - SC 13G

SC 13G 1 brhc10033890sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alset Capital Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock, $0.0001 par value, one-half of one redeemable warrant, and one right (Title of Class of Securities) 02115M2

Joint Filing Agreement, by and between the Reporting Persons.

EX-99.1 2 ex99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT AGREEMENT dated as of February 10, 2022 by and between Alset Acquisition Sponsor, LLC, a Delaware limited liability company, and Heng Fai Ambrose Chan (together, the “Parties”). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its beneficial ownership of Class A common shares, $0.0001 par valu

Chan Heng Fai Ambrose

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* ALSET CAPITAL ACQUISITION CORP. (Name of Issuer) Class A Common Stock, $0.0001 par value (Title of Class of Securities) 02115M 109 (CUSIP Number) Heng Fai Ambrose Chan Chief Executive Officer Alset Capital Acquisition Corp. 4800 Montgomery Lane, Suite 210

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-99.1 2 ex99-1.htm Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Alset Capital Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of Alset Capital Acquisition Corp.( the “Company”) as of February 3, 2022, and the related notes (collectively referred to as the “financial statemen

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2022 ALSET CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-4

Administrative Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

EX-10.6 10 ex10-6.htm Exhibit 10.6 ALSET CAPITAL ACQUISITION CORP. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 January 31, 2022 Alset Management Group, Inc. Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the s

Alset Capital Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option

Exhibit 99.2 Alset Capital Acquisition Corp. Announces Closing of Initial Public Offering and Exercise of Full Over-Allotment Option Bethesda, MD – February 3, 2022 – Alset Capital Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of 7,500,000 units at $10.00 per unit (the “Offering”). Each unit consists of one of the Company’s shares of Class A common st

Alset Capital Acquisition Corp. Announces Pricing of $75,000,000 Initial Public Offering

Exhibit 99.1 Alset Capital Acquisition Corp. Announces Pricing of $75,000,000 Initial Public Offering Bethesda, MD ? January 31, 2022 ? Alset Capital Acquisition Corp. (the ?Company?) announced today that it priced its initial public offering of $75,000,000, consisting of 7,500,000 units at $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (?Nasdaq?) and trade under

Amended and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

EX-3.1 3 ex3-1.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALSET CAPITAL ACQUISITION CORPORATION January 31, 2022 Alset Capital Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Alset Capital Acquisition Corp.” The original Certificate of In

Letter Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

EX-10.1 6 ex10-1.htm Exhibit 10.1 January 31, 2022 Alset Capital Acquisition Corp. 4800 Montgomery LN STE 210 Bethesda, MD 20814 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Alset Capital Acquisition Corp., a Delaware co

Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

EX-1.1 2 ex1-1.htm Exhibit 1.1 Alset Capital Acquisition Corp. 7,500,000 Units Underwriting Agreement January 31, 2022 EF Hutton, division of Benchmark Investments, LLC 590 Madison Avenue, 39th Floor New York, NY 10022 As Representative (the “Representative”) of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen: Alset Capital Acquisition Corp., a Delaware corporation (the “

Registration Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

EX-10.3 8 ex10-3.htm Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 31, 2022, is made and entered into by and among Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature pa

Placement Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

EX-10.4 9 ex10-4.htm Exhibit 10.4 Alset Capital Acquisition Corp 4800 Montgomery LN STE 210 Bethesda, MD 20814 January 31, 2022 Ladies and Gentlemen: Alset Capital Acquisition Corp. (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended