United States securities and exchange commission logo
March 31, 2023
Heng Fai Ambrose Chan
Chairman and Chief Executive Officer
Alset Capital Acquisition Corp.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
Re: Alset Capital
Acquisition Corp.
Amendment No. 4 to
Registration Statement on Form S-4
Filed March 17,
2023
File No. 333-267841
Dear Heng Fai Ambrose Chan:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 28, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4
Q: What interests do Alset's current officers and directors have in the
Business Combination?,
page 16
1. We reissue comment 2 in
part. Please quantify the aggregate amount that the sponsor, its
affiliates, and the
company s officers and directors have at risk that depends on
completion of a
business combination on pages 16, 43, 95, and 117. In this regard, we
note you only disclose
the total market value of Alset shares under the ownership of the
Sponsor and Mr. Chan.
Heng Fai Ambrose Chan
FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
March NameAlset Capital Acquisition Corp.
31, 2023
March2 31, 2023 Page 2
Page
FirstName LastName
Timeline of the Business Combination with HWH, page 106
2. We note your response to comment 5. Please include comparable
disclosure in your
filing.
Alset's Board of Directors Reasons for the Approval of the Business
Combination, page 110
3. We note your response to comment 8 and reissue our comment. We note
your disclosure
that Mr. Chan participated in the votes to approve the business
combination. Please
clarify how Alset s board considered the conflicts of interest
presented by the affiliation
between Alset and HWH and the overlapping nature of directors and
officers of Alset and
HWH in negotiating and recommending the business combination. In this
regard, we note
that you identify on page 111 one of the positive factors the board
considered was that this
was a "negotiated transaction," and you do not address the conflicts
of interest where you
discuss the uncertainties, risks and other potentially negative
factors the board considered
regarding the transaction.
Material U.S. Federal Income Tax Considerations, page 131
4. We note you have removed the disclosure regarding the tax consequences
of the business
combination from your filing in response to comment 9. Please revise
to include
disclosure regarding the the tax consequences of the business
combination in this section
and in the Risk Factors section. Refer to Item 4(a)(6) of Form S-4. We
also note that
Section 7.7(a) of the Merger Agreement provides that "this Agreement
is intended to
constitute, and the Parties hereto hereby adopt this Agreement as, a
'plan of
reorganization' within the meaning of Treasury Regulation Sections
1.368-2(g) and 1.368-
3(a)."
Information About HWH, page 153
5. We note your disclosure throughout this section regarding your
membership model,
including your statements that "moving forward, the intention is to
implement the new
membership model described below, that operates on a yearly
subscription basis," you are
"in different stages of introducing additional membership tiers," you
"believe [y]our
membership base could grow exponentially because of [y]our new
multi-tiered
membership structure," and "[y]our strategy is to continuously grow
[y]our membership
base, while displaying to [y]our members the added benefits of the
higher tiers of
membership." We also note your revised disclosure on page 169 that you
slowed down
membership sales starting in May of 2021, and membership sales were
stopped in March
of 2022 completely. Please revise to state whether you plan to resume
sales of
memberships and, if so, when. If you do not so intend, revise your
disclosure throughout
this section to reflect this change.
Heng Fai Ambrose Chan
FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
March NameAlset Capital Acquisition Corp.
31, 2023
March3 31, 2023 Page 3
Page
FirstName LastName
HWH Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 169
6. We have reviewed your response to comment 12 and revised disclosure.
We note that
your sale of memberships stopped in March of 2022 and that you expect
to experience
greater revenue contribution from your caf business and product
sales. Please revise
your disclosure to provide a robust discussion of your plans to resume
or discontinue your
membership business and any known or expected trends for the
foreseeable future. Please
discuss any known events that will cause a material change in the
relationship between
revenues and cost of revenues due to the change in your business model
as it was noted
that the cost of revenue for the membership business was 70% compared
to 30% for the
non-membership business in the year ended December 31, 2022. Refer to
Item 303(a) of
Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 206
7. Please disclose the names, including identifying the natural person(s)
that hold voting
and/or dispositive power over the relevant shares, and addresses of
all beneficial owners
listed under the 5% Holders heading in the table. Refer to Item 403(a)
of Regulation S-K.
HWH International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-29
8. We have reviewed your response to comment 15 and note the table
presented in the
response and on page 155 does not appear to present memberships that
have expired each
year. Please provide us with a detailed discussion of why there are no
expired
memberships considering your disclosure on page F-29 states that you
recognize revenue
from membership fees over the one-year period of the membership. In
addition, please
explain the benefit of having a membership when you have halted your
membership
business.
9. We have reviewed your response to comment 15 noting the exchange rate
and U.S. dollar
amount for the membership fee per member appears to be inconsistent
with comparable
information provided in the table on page 155. Please clarify or
revise.
General
10. We note several instances where you report amounts in various local
currencies
(Singapore Dollars, South Korean won). Please revise to also provide
the amounts in US
dollars, your reporting currency, each time you present the local
currency.
11. We note your revised disclosure and reissue comment 17 in part. On
page 62 and 147,
please discuss the corporate governance requirements from which you
would or could be
Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
March 31, 2023
Page 4
exempt as a result of your status as a "controlled company."
12. We note your response to comment 18, however your analysis is
insufficient with respect
to compliance with the exemption contained in Rule 13e-3(g)(2). Please
provide us with a
more thorough legal analysis regarding your ability to rely on Rule
13e-3(g)(2), including
when and by what means the common stock of the combined company will be
registered
pursuant to Section 12 of the Securities Exchange Act, the basis for your
belief that the
common stock of the combined company will be accepted for listing on the
Nasdaq
Capital Market and the timeline for such acceptance, and the basis for
your statement that
the common stock of the combined company will have substantially the same
rights as the
common stock of Alset Capital Acquisition Corp. With respect to the
rights of the
common stock, your analysis should address the differences in rights
discussed in your
disclosure beginning on page 189.
13. Please acknowledge your understanding that we likely will have further
comments on
your Form S-4 as a result of our review of your preliminary proxy
statement filed on
March 24, 2023.
You may contact Nasreen Mohammed at 202-551-3773 or Angela Lumley at
202-551-
3398 if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at
202-551-3222 with
any other questions.
Sincerely,
FirstName LastNameHeng Fai Ambrose Chan
Division of
Corporation Finance
Comapany NameAlset Capital Acquisition Corp.
Office of Trade &
Services
March 31, 2023 Page 4
cc: Darrin M. Ocasio, Esq.
FirstName LastName