Sec Form 4 Filing - Chan Heng Fai Ambrose @ HWH International Inc. - 2024-01-30

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) 01/30/2024 (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 01/30/2024 J 347,220 ( 1 ) ( 2 ) D 2,330,155 ( 1 ) ( 2 ) I See Footnote ( 4 )

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

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 Inc. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA,, MD20814 X Alset Acquisition Sponsor, LLC 4800 MONTGOMERY LANE, SUITE 210 BETHESDA,, MD20814 X Signatures /s/ Chan Heng Fai Ambrose 02/01/2024 Signature of Reporting Person Date Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer 02/01/2024 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 02/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Alset Acquisition Sponsor, LLC ("the Sponsor") entered into an agreement effective January 30, 2024 (the "Agreement"), pursuant to which the Sponsor loaned a borrower (the "Borrower") 347,220 shares of the Issuer's common stock (the "Shares"). Under the terms of the Agreement, the Borrower will return the aforementioned shares to the Sponsor no later than six months following the execution of the Agreement. The Sponsor will retain the right to vote the Shares and receive any dividends paid on the Shares during the duration of the loan. The Borrower may not sell, lend or transfer the Shares. The Borrower has agreed not to buy, sell or short any securities of the Issuer for a period of one year from the date of the Agreement. ( 2 )Under the terms of the Agreement, the Sponsor may request the return of the Shares at any time upon five days' notice during the term of the Agreement. If the Sponsor shall request the return of the Shares during the initial 90 days of the term of the Agreement, the Sponsor shall be required to make a loan of comparable value to the Borrower. ( 3 )The Sponsor has agreed that all consideration for its loan of the Shares to the Borrower shall be paid directly to the Issuer. The consideration for the loan of Shares shall consist of certain equity interest in the Borrower. The exact value of such equity interests cannot be precisely determined at the present time. ( 4 )Alset Inc. may be deemed to possess beneficial ownership of the shares of the Issuer owned by the Sponsor as the majority owner of the Sponsor. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by the Sponsor as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc.

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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