HWH International (HWH) Form 4 HWH International / Heng Fai Ambrose Chan ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	(1)(2)	10,900,000(1)(2)	I	See Footnote(2)
Common Stock	01/09/2024		J		2,156,250(3)	A	(3)	2,156,250(3)	I	See Footnote(3)
Common Stock	01/09/2024		J		47,375(4)	A	(4)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Alset Acquisition Sponsor, LLC

(Last) (First) (Middle)

C/O HWH INTERNATIONAL INC.

4800 MONTGOMERY LANE, SUITE 210

(Street)

BETHESDA, MD 20814

(City) (State) (Zip)

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.

	/s/ Chan Heng Fai Ambrose	01/11/2024
	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
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