Alset Inc. - Jan 9, 2024 Form 3 Insider Report for HWH International Inc. (HWH)

Role
10%+ Owner
Signature
Alset Inc. /s/ Heng Fai Ambrose Chan, Chief Executive Officer
Stock symbol
HWH
Transactions as of
Jan 9, 2024
Transactions value $
$0
Form type
3
Date filed
1/19/2024, 07:57 PM
Previous filing
Sep 10, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding HWH Common Stock 10.9M Jan 9, 2024 See Footnote F1, F2, F5
holding HWH Common Stock 2.68M Jan 9, 2024 See Footnote F1, F3, F4, F5

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
holding HWH Warrants Jan 9, 2024 Common Stock 237K $11.50 I F1, F3, F4, F5
* 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, converted into shares of Common Stock of the Issuer. The Issuer, formerly known as Alset Capital Acquisition Corp. is 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. Alset Inc. may be deemed to possess beneficial ownership of these shares as 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 the majority owner of the Sponsor, Alset Inc. may be deemed to possess beneficial ownership of these shares.
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, the Class A shares became 473,750 shares of common stock, and the Sponsor holds warrants to purchase 236,875 shares of the Issuer's common stock.
F5 As Chairman, Chief Executive Officer and majority stockholder of Alset Inc., and Chairman and Chief Executive Officer of Alset International Limited, Heng Fai Ambrose Chan may be deemed to possess beneficial ownership of the securities held by the Sponsor and Alset International Limited.