Heng Fai Ambrose Chan - Jan 9, 2024 Form 4 Insider Report for HWH International Inc. (HWH)

Signature
/s/ Chan Heng Fai Ambrose
Stock symbol
HWH
Transactions as of
Jan 9, 2024
Transactions value $
$0
Form type
4
Date filed
1/11/2024, 09:57 PM
Previous filing
Jan 2, 2024
Next filing
Jan 19, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HWH Common Stock Other +10.9M 10.9M Jan 9, 2024 See Footnote F1, F2
transaction HWH Common Stock Other +2.16M 2.16M Jan 9, 2024 See Footnote F3
transaction HWH Common Stock Other +47.4K 47.4K Jan 9, 2024 See Footnote F4, F5, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction HWH Class B common stock Other -2.16M -100% 0 Jan 9, 2024 Common stock 2.16M Alset Capital Acquisition Sponsor, LLC F3
transaction HWH Rights Other -474K -100% 0 Jan 9, 2024 Common Stock 47.4K Alset Capital Acquisition Sponsor, LLC F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.
F3 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.
F4 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.
F5 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.
F6 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.