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

Role: Director, 10%+ Owner
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.