Chan Heng Fai Ambrose - 09 Jan 2024 Form 4 Insider Report for HWH International Inc. (HWH)

Signature
/s/ Chan Heng Fai Ambrose
Issuer symbol
HWH
Transactions as of
09 Jan 2024
Net transactions value
$0
Form type
4
Filing time
11 Jan 2024, 21:57:45 UTC
Previous filing
02 Jan 2024
Next filing
19 Jan 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HWH Common Stock Other +10,900,000 10,900,000 09 Jan 2024 See Footnote F1, F2
transaction HWH Common Stock Other +2,156,250 2,156,250 09 Jan 2024 See Footnote F3
transaction HWH Common Stock Other +47,375 47,375 09 Jan 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 -2,156,250 -100% 0 09 Jan 2024 Common stock 2,156,250 Alset Capital Acquisition Sponsor, LLC F3
transaction HWH Rights Other -473,750 -100% 0 09 Jan 2024 Common Stock 47,375 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.