Sec Form 4 Filing - Chan Heng Fai Ambrose @ HWH International Inc. - 2024-01-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chan Heng Fai Ambrose 2. Issuer Name and Ticker or Trading Symbol HWH International Inc. [ HWH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 9 TEMASEK BOULEVARD #16-04, SUNTEC TOWER TWO 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2024 (Street) SINGAPORE, U0038989 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/09/2024 J 10,900,000 ( 1 ) ( 2 ) A 10,900,000 ( 1 ) ( 2 ) I See Footnote ( 2 ) Common Stock 01/09/2024 J 2,156,250 ( 3 ) A 2,156,250 ( 3 ) I See Footnote ( 3 ) Common Stock 01/09/2024 J 47,375 ( 4 ) A 47,375 ( 4 ) I See Footnote ( 4 ) ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 3 ) 01/09/2024 J 2,156,250 ( 3 ) ( 3 ) Common stock 2,156,250 ( 3 ) 0 I Alset Capital Acquisition Sponsor, LLC Rights ( 4 ) 01/09/2024 J 473,750 ( 4 ) ( 4 ) Common Stock 47,375 ( 4 ) 0 I Alset Capital Acquisition Sponsor, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chan Heng Fai Ambrose 9 TEMASEK BOULEVARD #16-04 SUNTEC TOWER TWO SINGAPORE, U0038989 X X Alset Acquisition Sponsor, LLC C/O HWH INTERNATIONAL INC. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA,, MD20814 X Signatures /s/ Chan Heng Fai Ambrose 01/11/2024 Signature of Reporting Person Date Alset Acquisition Sponsor, LLC By: Alset SPAC Group Inc., its Sole Member /s/ Chan Heng Fai Ambrose, Chief Executive Officer 01/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 9, 2024, the Issuer completed a business combination. Under the terms of the business combination, all of the issued and outstanding Class A and Class B Common Stock of the Issuer, formerly known as Alset Capital Acquisition Corp., converted into shares of Common Stock of the Issuer, now known as HWH International Inc. ( 2 )In connection with the business combination, 10,900,000 shares of the Issuer's common stock were issued to Alset International Limited, a Singapore company, as merger consideration. Mr. Chan may be deemed to possess beneficial ownership as the Chief Executive Officer and Chairman of Alset International Limited, and as the Chairman, Chief Executive Officer and majority owner of Alset Inc., which is the majority stockholder of Alset International Limited. ( 3 )In connection with the business combination, 2,156,250 shares of Alset Class B Common Stock held by Alset Capital Acquisition Sponsor, LLC (the "Sponsor") were converted into 2,156,250 shares of the Issuer's common stock. As Chief Executive Officer of the sole member of the Sponsor, and as the Chief Executive Officer and control person of the entities which own the Sponsor's sole member, Mr. Chan may be deemed to possess beneficial ownership of the securities held of record by the Sponsor. ( 4 )On February 3, 2022, the Sponsor purchased 473,750 units (the "Private Placement Units") pursuant to a private placement. Each Private Placement Unit consisted of one share of Class A common stock, one-half of one warrant and one right entitling the holder to receive one tenth (1/10) of one share of Common Stock. In connection with the business combination, the rights held by the Sponsor were converted into 47,375 shares of the Issuer's common stock. ( 5 )Upon completion of the business combination, the Issuer's shares over which Mr. Chan may be deemed to possess beneficial ownership total 13,590,375 shares. ( 6 )Upon completion of the business combination, the Issuer's shares over which the Sponsor may be deemed to possess beneficial ownership total 2,677,375 shares.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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