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                                June 15, 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. 6 to
Registration Statement on Form S-4
                                                            Filed May 23, 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 May
12, 2023 letter.

       Amendment No. 6 to Registration Statement on Form S-4

       Q: How much cash will be available to Alset following the closing of the
Business
       Combination..., page 23

   1.                                                   We note your response
to comments 1 and 7 that you do not currently have plans to
                                                        effectuate a PIPE at
this time. Please revise the last paragraph of this section to reflect the
                                                        redemptions made to
date and the fact that you do not plan to seek PIPE financing at this
                                                        time. Here and in your
risk factors, address the fact that this may increase the risk that the
                                                        post-combination
company is under-capitalized.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
June       NameAlset Capital Acquisition Corp.
     15, 2023
June 15,
Page 2 2023 Page 2
FirstName LastName
Material U.S. Federal Income Tax Considerations, page 132

2.       We note your revised disclosure in response to comment 3 and reissue
our comment. Per
         the terms of the Merger Agreement, it appears that the parties to the
Business
         Combination intend the Business Combination to qualify as a
"reorganization" within the
         meaning of Section 368(a) of the Code, and therefore as a tax-free
transaction. If so,
         please provide an opinion regarding and description of the tax
consequences of the
         Business Combination qualifying as a "reorganization," as well as
related risk factor
         disclosure, in accordance with Section III(A)(1-2) of Staff Legal
Bulletin No. 19.
         Otherwise, provide us with your legal analysis as to why you are not
required to do so.
         Your analysis should refer to the requirements under Regulation S-K,
as well as the
         guidance set forth in Staff Legal Bulletin No. 19.
Description of Securities of Alset, page 182

3.       We note your revised disclosure on page 182 and Annex B that pursuant
to the Proposed
         Charter, Alset   s authorized capital stock will consist of 56,000,000
shares, consisting of
         (a) 55,000,000 shares of common stock and (b) 1 share of preferred
stock, and that such
         numbers to not sum to 56,000,000. On page 123, you disclose that the
Proposed Charter
         will provide for 55,000,000 shares of common stock and 5,000,000
shares of preferred
         stock. We also note in your notice of meeting and on pages 8 and 41
where you unbundle
         the charter amendment proposals, you have deleted the sub-headings for
the change in
         authorized common stock and preferred stock. Please revise to
consistently present the
         correct number of authorized shares in the Proposed Charter and
re-insert the sub-
         proposals for the change in authorized common stock and preferred
stock. Tell us
         whether the Proposed Charter was renegotiated, and to the extent it
was, update
         the Background of the Business Combination section accordingly.
General

4.       Where you refer to "no redemption" scenarios throughout your filing,
please revise to
         clarify whether such scenario assumes no additional redemptions to the
redemptions made
         to date.
5.       We note that you have removed all references to the PIPE in response
to comments 1 and
         7. Please also remove references to "newly issued shares" on your
cover page, Q&A
         section, and risk factors and update the ownership calculations
accordingly.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
June       NameAlset Capital Acquisition Corp.
     15, 2023
June 15,
Page 3 2023 Page 3
FirstName LastName
       Please contact Taylor Beech at 202-551-4515 or Lilyanna Peyser at
202-551-3222 with
any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Trade &
Services
cc:      Darrin M. Ocasio, Esq.