What changed in this filing

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Item 9A. Controls and Procedures

2024-02-28 compared with 2023-02-24 · 344 added, 249 removed, 308 unchanged (66% of the section changed)

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annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls

and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report,

our disclosure controls and procedures were effective at a reasonable assurance level, and accordingly, provided reasonable assurance

that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms.

and procedures and concluded that our disclosure controls and procedures were ineffective for those reasons set forth below.

Report on Internal Control over Financial Reporting

annual report filed on Form 10-K does not include a report of management’s assessment regarding internal control over

financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

is responsible for the preparation and fair presentation of the financial statements included in this annual report.

The financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s

judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

is also responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial

reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data.

Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including

the possibility of human error and the circumvention or overriding of internal control.

Accordingly, even effective internal control

over financial reporting can provide only reasonable assurance with respect to financial statement presentation.

Further, because of

changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most

recently for its financial reporting as of November 30, 2023.

This assessment was based on criteria for effective internal control over

financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)

of the Treadway Commission.

In connection with management’s evaluation of the effectiveness of the Company’s internal control

over financial reporting as of November 30, 2023, management determined that the Company did not maintain effective controls over financial

reporting due to limited staff.

This limited number of staff prevents us from segregating duties within our internal control system and

restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures.

Management determined

that the ineffective controls over financial reporting constitute a material weakness.

annual report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding

internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting

firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in

this annual report.

in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the most recent fiscal year covered by this

report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

continue taking steps to enhance and improve the design of our internal controls over financial reporting.

During the period covered

by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above.

such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience.

Other Information.

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Fai Ambrose Chan

Executive Officer and Director

Chairman, Director

“J.T.” Thatch

Executive Officer

Financial Officer

Sheng Hon Danny

Operating Officer

mailing address for each of the officers and directors named above is c/o of the Company at:

4800 Montgomery Lane, Suite 210, Bethesda,

Fai Ambrose Chan has served as our Chairman and Chief Executive Officer since October of 2021.

Chan has over forty-five years of

experience in the financial and equity investment industry.

Chan is the founder of Alset Inc.

and has served as its Chairman of

the Board and Chief Executive Officer since that company’s inception in March 2018.

Chan is an expert in banking and

He has restructured numerous companies in various industries and countries during the past 40 years.

Chan has served as

the Chief Executive Officer of Alset International Limited since April 2014.

Chan joined the Board of Directors of Alset

International Limited in May 2013.

Fai Ambrose Chan.

Chan has served as our Chairman since October of 2021, and served as our Chief Executive Officer from October

of 2021 to January of 2024.

Chan has over forty-five years of experience in the financial and equity investment industry.

is the founder of Alset Inc.

and has served as its Chairman of the Board and Chief Executive Officer since that company’s inception

in March 2018.

Chan is an expert in banking and finance.

He has restructured numerous companies in various industries and countries

during the past 40 years.

Chan has served as the Chief Executive Officer of Alset International Limited since April 2014.

joined the Board of Directors of Alset International Limited in May 2013.

From 1995 to 2015, Mr.

Chan served as Managing Chairman of Hong Kong-listed Zensun Enterprises

Limited (formerly Heng Fai Enterprises Limited), an investment holding company.

Chan had previously served as a member of the

Board of Zensun Enterprises Limited since September 1992.

Chan was formerly the Managing Director of SingHaiyi Group Ltd., a

public Singapore property development, investment and management company (“SingHaiyi”), from March 2003 to September

2013, and the Executive Chairman of China Gas Holdings Limited, an investor and operator of the city gas pipeline infrastructure in

China from 1997 to 2002.

Chan served as Managing Chairman of

Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment holding company.

Chan had previously

served as a member of the Board of Zensun Enterprises Limited since September 1992.

Chan was formerly the Managing Director of SingHaiyi

Group Ltd., a public Singapore property development, investment and management company (“SingHaiyi”), from March 2003 to

September 2013, and the Executive Chairman of China Gas Holdings Limited, an investor and operator of the city gas pipeline infrastructure

in China from 1997 to 2002.

Chan has served as a non-executive director of DSS, Inc.

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since June 2018.

He has also served as a non-executive director of our indirect subsidiary LiquidValue

Development Inc.

He has also served as a non-executive director of our indirect subsidiary LiquidValue Development

since January 2017.

Chan has also served as a non-executive director of Holista CollTech Ltd., since July 2013.

Chan has served as a director of Alset International’s 99.98%-owned subsidiary GigWorld Inc.

Chan has served as a director of Alset Inc.’s 99.7%-owned subsidiary Hapi Metaverse Inc.

since October

has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020.

Chan has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020.

has served as a member of the Board of Value Exchange International, Inc.

since December 2021.

Chan also served as a non-executive

director of Holista CollTech Ltd.

from July 2013 until June 2021.

Chan was formerly a director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.

He also served as a director of Skywest Ltd., a public Australian airline company from 2005 to 2006.

Additionally, from November 2003

to September 2013, he was a Director of SingHaiyi.

Chan served as a member of the Board of Directors of RSI International Systems,

Inc., the developer of RoomKeyPMS, a web-based property management system, from June 2014 to February 2019.

Chan has committed that the majority of his time will be devoted to managing the affairs of our company;

Chan may engage

in other business ventures, including other technology-related businesses.

Chan is a citizen of Singapore and has no business in

Chan and is the Chairman and Chief Executive Officer of Alset Inc., the majority owner of HWH’s parent company, Alset

International Limited, and Alset Investment Pte Ltd.;

Chan served as a member of the

Board of Directors of RSI International Systems, Inc., the developer of RoomKeyPMS, a web-based property management system, from June

2014 to February 2019.

Chan is the Chairman and Chief Executive Officer of Alset Inc.,

the majority owner of HWH’s parent company, Alset International Limited, and Alset Investment Pte Ltd.;

the owners of our sponsor.

Chan also serves as the Executive Chairman, Director,

and Hapi Wealth Builder Division Head of HWH, and the Executive Chairman of Sharing Services Global Corporation, a company partly owned

by DSS, Inc., an entity in which Alset Inc.

has a 25.33% ownership stake.

Chan also serves as the Executive Chairman, Director, and Hapi Wealth Builder Division Head of HWH, and the Executive Chairman of

Sharing Services Global Corporation, a company partly owned by DSS, Inc., an entity in which Alset Inc.

has a significant ownership stake.

Qualifications of Heng Fai Ambrose Chan:

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he can make to the Company’s strategic direction.

(Ronald) Wei, has served as our Chief Financial Officer since October of 2021.

Wei is a finance professional with more than 15

years of experience working in public and private corporations in the United States.

Thatch has served as HWH’s Chief Executive Officer since January 9, 2024.

also served as a director of DSS, Inc., a NYSE traded company, from May 2019 to October 2023, during which time he was their Lead Independent

Thatch is an accomplished, energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and

shareholder value any organization.

Thatch has successfully started, owned and operated several sized businesses in various industries,

including service, retail, wholesale, on-line learning, finance, real estate management and technology companies.

Since March 2018, Mr.

Thatch has served as the President, Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation, a publicly traded

holding company focused in the direct selling and marketing industry.

He is a minority member of Superior Wine & Spirits, a Florida-based

wholesale company since February of 2016.

Thatch served as Chief Executive Officer of Universal Education Strategies, Inc.

2009 to January 2016, an organization involved in the development and sales of educational products and services.

From 2000 to 2005,

he was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group “OEG”,

once a global leader in the development of cutting-edge thermal management technologies for integrated LED technologies, circuits, superconductors

and solar energy solutions.

Thatch was responsible for all aspects of the company including board and stockholder communications,

public reporting and compliance with Sarbanes-Oxley, structuring and managing the firm’s financial operations, and expansion initiatives

for all corporate products and services.

Thatch’s public company financial and management experience in the strategic growth

and development of various companies qualify him to serve as Chief Executive Officer of HWH.

(Ronald) Wei.

Wei has served as our Chief Financial Officer since October of 2021.

Wei is a finance professional with more

than 15 years of experience working in public and private corporations in the United States.

As the Co-Chief Financial Officer of Alset

Inc., the majority shareholder of Alset International Limited, HWH’s owner, and Chief Financial Officer of SeD Development

Management LLC, Mr.

Wei is responsible for oversight of all finance, accounting, reporting and taxation activities for those

Prior to joining SeD Development Management LLC in August 2016, Mr.

Inc., the majority shareholder of Alset International Limited, HWH’s owner, and Chief Financial Officer of SeD Development Management

Wei is responsible for oversight of all finance, accounting, reporting and taxation activities for those companies.

joining SeD Development Management LLC in August 2016, Mr.

Wei worked for several different U.S.

multinational

and private companies including serving as Controller at American Silk Mill, LLC, a textile manufacturing and distribution company,

from August 2014 to July 2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc., a manufacturing company,

from January 2013 to June 2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc., a personal products

company, from 2011 to 2012.

Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc., a biotech

company, from February to May 2017, and has served as Chief Financial Officer of that company from February 2017 until November

Wei came to the United States, he worked as an equity analyst at Hong Yuan Securities, an investment bank in

Beijing, China, concentrating on industrial and public company research and analysis.

Wei is a certified public accountant and

received his Master of Business Administration from the University of Maryland and a Master of Business Taxation from the University

of Minnesota.

Wei also holds a Master in Business degree from Tsinghua University and a Bachelor’s degree from Beihang

have also assembled a group of independent directors who will provide public company governance, executive leadership, operational

oversight, private equity investment management and capital markets experience.

multinational and private companies

including serving as Controller at American Silk Mill, LLC, a textile manufacturing and distribution company, from August 2014 to July

2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc., a manufacturing company, from January 2013 to June

2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc., a personal products company, from 2011 to 2012.

Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc., a biotech company, from February to May 2017,

and has served as Chief Financial Officer of that company from February 2017 until November 2017.

Wei came to the United States,

he worked as an equity analyst at Hong Yuan Securities, an investment bank in Beijing, China, concentrating on industrial and public

company research and analysis.

Wei is a certified public accountant and received his Master of Business Administration from the University

of Maryland and a Master of Business Taxation from the University of Minnesota.

Wei also holds a Master in Business degree from Tsinghua

University and a Bachelor’s degree from Beihang University.

Sheng Hon Danny.

Lim was appointed Chief Operating Officer of HWH International Inc.

in February of 2024 and also serves as Chief

Strategy Officer of the Company.

Lim has also served as a director of Alset Inc.

AEI) since October 2022, and has served

as Senior Vice President, Business Development and as Executive Director of Alset Inc.’s subsidiary, Alset International Limited

(SGX:40V), a publicly traded company on the Singapore Stock Exchange, since 2020.

Lim has over 7 years of experience in business

development, merger & acquisitions, corporate restructuring and strategic planning and execution.

Lim graduated from Singapore

Nanyang Technological University with a Bachelor’ Degree with Honors in Business, specializing in Banking and Finance.

have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight,

private equity investment management and capital markets experience.

Included in this group is Mr.

William Wu, Mr.

Yeung (Frankie) and Mr.

Wong Shui Yeung (Frankie)

Wong Tat Keung (Aston).

William Wu has served as a member of our Board of Directors since January of 2022.

Wu has served as the Managing Director of Investment Banking at Glory Sun Securities Limited since January 2019.

Wu previously served as the Executive Director and Chief Executive Officer of Power Financial Group

Limited from November 2017 to January 2019.

Wu has served on the Board of Directors of Alset Inc.

Wu has served as a member of our Board of Directors since January of 2022.

Wu previously served as the Executive

Director and Chief Executive Officer of Power Financial Group Limited from November 2017 to January 2019.

Wu has served on the

Board of Directors of Alset Inc.

since November of 2020.

has served as an independent non-executive director of JY Grandmark Holdings Limited since November 2019.

Wu has served as a member

of the Board of Directors of DSS, Inc.

Wu has served as an independent non-executive director of JY Grandmark

Holdings Limited since November 2019.

Wu has served as a member of the Board of Directors of DSS, Inc.

since October of 2019.

Wu has served as a Director of Asia Allied Infrastructure Holdings

Limited since February 2015.

Wu previously served as a Director and Chief Executive Officer of RHB Hong Kong Limited from April 2011

to October 2017.

Wu served as the Chief Executive Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital

Holdings Limited) from April 2006 to September 2010.

Wu holds a Bachelor of Business Administration degree and a Master of Business

Administration degree of Simon Fraser University in Canada.

He was qualified as a Chartered Financial Analyst of The Institute of Chartered

Financial Analysts in 1996.

Wu has served as a Director of Asia Allied Infrastructure Holdings Limited since February 2015.

Wu previously served as a

Director and Chief Executive Officer of RHB Hong Kong Limited from April 2011 to October 2017.

Wu served as the Chief Executive

Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September

Wu holds a Bachelor of Business Administration degree and a Master of Business Administration degree of Simon Fraser

University in Canada.

He was qualified as a Chartered Financial Analyst of The Institute of Chartered Financial Analysts in

Wu previously worked for a number of international investment banks and possesses over 27 years of experience in the investment banking,

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Wu serves on our Audit Committee and Compensation Committee.

Wong Shui Yeung (Frankie) has served as a member of our Board of Directors since January of 2022.

Wong is a practicing member and fellow of Hong Kong Institute of Certified Public Accountants and a member

of Hong Kong Securities and Investment Institute.

He holds a bachelor’s degree in business administration.

He has over 20 years’

experience in accounting, auditing, corporate finance, corporate investment and development, and company secretarial practice.

was an Independent Non-Executive Director of SMI Holdings Group Limited from April 2017 to December 2020, the shares of which were listed

on the Main Board of The Stock Exchange of Hong Kong Limited and was an independent non-executive director of SMI Culture & Travel

Group Holdings Limited from December 2019 to November 2020, the shares of which are listed on the Main Board of The Stock Exchange of

Hong Kong Limited.

Shui Yeung (Frankie).

Wong has served as a member of our Board of Directors since January of 2022.

Wong is a practicing

member and fellow of Hong Kong Institute of Certified Public Accountants.

He holds a bachelor’s degree in business

administration.

He has over 25 years’ experience in accounting, auditing, corporate finance, corporate investment and

development, and company secretarial practice.

Wong has served as a director of Alset Inc.

since November 2021 and July 2022 respectively, the shares

of which are listed on NASDAQ.

He has served as an independent non-executive director, and as chairman of the audit & risk management

committee and the remuneration committee of Alset International Limited since June 2017, the shares of which are listed on the Catalist

Board of the Singapore Stock Exchange.

Wong has served as a member of the Board of Directors of Value Exchange International, Inc.

since April 2022, the shares of which are listed on the OTCQB.

since November 2021 and

July 2022 respectively, the shares of which are listed on NASDAQ, Value Exchange International, Inc.

since April 2022, the shares of

which are listed on the OTCQB.

He has served as an independent non-executive director of Alset International Limited since June

2017, the shares of which are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited

since February 2024, the shares of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited.

Independent Non-Executive Director of SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group

Holdings Limited from December 2019 to November 2020, the shares of which were listed on the Main Board of The Stock Exchange of

Hong Kong Limited.

Qualifications of Mr.

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experience in internal corporate controls, qualify him to serve as an independent member of the board.

Wong serves on our Audit Committee and Compensation Committee .

Wong Tat Keung (Aston) has served as a member of our Board of Directors since January of 2022.

Wong has over 20 years’ experience in audit, accounting, taxation and business advisory.

served as a director of Alset Inc.

Wong serves on our Audit Committee

and Compensation Committee.

Tat Keung (Aston).

Wong has served as a member of our Board of Directors since January of 2022.

Wong has over 20 years’

experience in audit, accounting, taxation and business advisory.

Wong has served as a director of Alset Inc.

since November 2020.

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Wong has served as the director of Aston Wong CPA Limited.

has been an independent non-executive director of Alset International since January 2017, and a director of Alset Inc.

He has been an independent non-executive director of Alset

International since January 2017, and a director of Alset Inc.

since November 2020.

Wong has been an independent non-executive director of Roma Group Limited,

a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director of Lerthai Group Limited,

a property, investment, management and development company, since December 2018.

Previously, he served as the director and sole proprietor

of Aston Wong & Co., a registered certified public accounting firm, from January 2006 to February 2010.

From January 2005 to December

2005, he was a Partner at Aston Wong, Chan & Co., Certified Public Accountants.

From April 2003 to December 2004, he served at Gary

Cheng & Co., Certified Public Accountants as Audit Senior.

He served as an Audit Junior to Supervisor of Hui Sik Wing & Co.,

certified public accountants from April 1993 to December 1999.

He served as an independent non-executive director of SingHaiyi from July

2009 to July 2013 and ZH Holdings from December 2009 to July 2015.

Wong is a Certified Public Accountant admitted to practice in

He is a Fellow Member of Association of Chartered Certified Accountants and an Associate Member of the Hong Kong Institute

of Certified Public Accountants.

He holds a Master in Business Administration degree (financial services) from the University of Greenwich,

London, England.

Wong has been an independent non-executive director

of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director

of Lerthai Group Limited, a property, investment, management and development company, since December 2018.

Previously, he served as the

director and sole proprietor of Aston Wong & Co., a registered certified public accounting firm, from January 2006 to February 2010.

From January 2005 to December 2005, he was a Partner at Aston Wong, Chan & Co., Certified Public Accountants.

From April 2003 to

December 2004, he served at Gary Cheng & Co., Certified Public Accountants as Audit Senior.

He served as an Audit Junior to Supervisor

of Hui Sik Wing & Co., certified public accountants from April 1993 to December 1999.

He served as an independent non-executive director

of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December 2009 to July 2015.

Wong is a Certified Public Accountant admitted

to practice in Hong Kong.

He is a Fellow Member of Association of Chartered Certified Accountants and an Associate Member of the Hong

Kong Institute of Certified Public Accountants.

He holds a Master in Business Administration degree (financial services) from the University

of Greenwich, London, England.

Qualifications of Mr.

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Relationships

There are no family

relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors or officers

of the Company.

are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors

or officers of the Company.

16(a) Beneficial Ownership Reporting Compliance

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Board of Directors has an Audit Committee and a Compensation Committee.

Each of these committees is currently composed

of Wong Tat Keung, William Wu and Wong Shui Yeung.

Each of these committees is currently composed of Wong Tat Keung,

William Wu and Wong Shui Yeung.

Audit Committee and Compensation Committee will each comply with the listing requirements of the Nasdaq Marketplace Rules.

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in Certain Legal Proceedings

of our directors, executive officers and control persons/promoters has been involved in any of the following events during the past ten years:

of our directors, executive officers and control persons/promoters has been involved in any of the following events during the past ten

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the

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the opportunity is within the corporation’s line of business;

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

the closing of the initial business combination, the Company’s Code of Ethics will be amended to require it to avoid, wherever

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otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us”

and other similar terms refer to Alset before the Business Combination.

of our executive officers has received any cash compensation for services rendered to us.

We have agreed to pay to our Sponsor a total

of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s fee,

reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our Sponsor, officers or directors

or any affiliate of our Sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate,

the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will

be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments

that were made to our Sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination

will be made using funds held outside the Trust Account.

Other than quarterly audit committee review of such payments, we do not expect

to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket

expenses incurred in connection with identifying and consummating an initial business combination.

and other similar terms refer to HWH International Inc.

before the Business Combination.

None of our executive officers has received any cash compensation for services

rendered to us.

We agreed to pay to our Alset Management Group Inc.

a total of $10,000 per month for office space, utilities and secretarial

and administrative support.

Upon completion of our initial business combination or our liquidation, we ceased paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a

loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors, prior to, or in

connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the

type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with

activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the Trust Account.

Other than quarterly

audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments

to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial

business combination.

the completion of our initial business combination, directors or members of our management team who remain with us or the Combined Company

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of our common stock at the present time).

The percentages of beneficial ownership are based on 9,098,750 of Class A Common Shares and

2,156,250 Class B Common Shares outstanding as of the Beneficial Ownership Date.

The percentages of beneficial ownership are based on 16,223,301 shares of HWH International

Common Stock outstanding as of the Beneficial Ownership Date.

our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named

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Name and Address

of Common Shares Beneficially Owned

Percentage of Outstanding Common Shares (1)

Shares Beneficially

Percentage of

Common Shares (1)

Directors and Executive Officers (2):

Heng Fai Ambrose Chan (3)(4)

John “JT” Thatch

Rongguo (Ronald) Wei

Lim Sheng Hon Danny

Wong Shui Yeung

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Alset Acquisition Sponsor, LLC (3)

Alset International Limited

Other Stockholders:

Oaktree Capital Group, LLC (5)

Shaolin Capital Management LLC (6)

AQR Capital Management LLC (7)

ATW SPAC Management LLC (8)

Lighthouse Investment Partners, LLC (9)

Hudson Bay Capital Management, LP (10)

Saba Capital Management, LP (11)

Boothbay Fund Management, LLC (12)

upon 9,098,750 of Class A Common Shares and 2,156,250 Class B Common Shares (which are automatically convertible into the Company’s

Class A common shares at the time of the Company’s initial business combination) outstanding as of November 30, 2022

mailing address for each individual and entity set forth above is c/o Alset Capital Acquisition Corp., 4800 Montgomery Lane, Suite

210, MD 20814.

upon 16,223,301 shares of Common Stock outstanding as of February 28, 2024

mailing address for each individual and entity set forth above is c/o HWH International Inc., 4800 Montgomery Lane, Suite 210, MD

Acquisition Sponsor, LLC, our sponsor, is the record holder of the securities reported herein.

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to the extent of his pecuniary interest.

Fai Ambrose Chan.

Alset Inc., and Alset International Limited do not directly own any shares of Alset Capital Acquisition Corp.

The business address for this stockholder is 333 S.

Grand Avenue, 28th Floor, Los Angeles, CA 90071.

The ownership

information is based solely on a Schedule 13G/A filed with the SEC on February 14, 2023 by Oaktree Capital Group, LLC.

The business address for this stockholder is 230 NW 24th Street, Suite 603, Miami, FL 33127.

The ownership information

is based solely on a Schedule 13G filed with the SEC on February 14, 2023 by Shaolin Capital Management LLC.

The business address for this stockholder is One Greenwich Plaza, Greenwich, CT 06830.

The ownership information

is based solely on a Schedule 13G filed with the SEC on February 14, 2023 by AQR Capital Management LLC.

The business address for this stockholder is 17 State Street, Suite 2100, New York, New York 10004.

The ownership

information is based solely on a Schedule 13G filed with the SEC on February 14, 2023 by ATW SPAC Management LLC.

The business address for this stockholder is 3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410.

The ownership

information is based solely on a Schedule 13G filed with the SEC on February 14, 2023 by Lighthouse Investment Partners, LLC.

The business address for this stockholder is 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830.

The ownership information

is based solely on a Schedule 13G filed with the SEC on December 9, 2022 by Hudson Bay Capital Management, LP.

The business address for this stockholder is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

The ownership

information is based solely on a Schedule 13G filed with the SEC on April 12, 2022 by Saba Capital Management, LP.

The business address for this stockholder is 140 East 45th Street, 14th Floor, New York, NY 10017.

The ownership

information is based solely on a Schedule 13G filed with the SEC on February 4, 2022 by Boothbay Fund Management, LLC.

Heng Fai Ambrose Chan directly owns 13,000 shares of HWH International Inc.

Certain Relationships and Related Transactions, and Director Independence.

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earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering.

As of November 30, 2022 and November 30, 2021, there

was no amount outstanding under the Promissory Note.

As of November 30, 2023 and 2022, there was no amount

outstanding under the Promissory Note.

from Related Party

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During the year ended November 30, 2022, the Company repaid the outstanding balance of $211,153.

November 30, 2022 and November 30, 2021, $0 and $75,000 was due to the related party, respectively.

the year ended November 30, 2023, the Sponsor paid a total of $33,475 of operating costs on behalf of the Company.

During the year ended

November 30, 2023, the Company repaid the outstanding balance.

As of November 30, 2023 and November 30, 2022, $0 and $0 was due to the

related party, respectively.

and Administrative Services

Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support

for up to 24 months commencing on the date the Units were first listed on the Nasdaq.

Upon completion of the Initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

During the year ended November 30, 2022, the Company

recorded a charge of $100,000 to the statement of operations pursuant to the agreement.

The Company agreed to pay the Alset Management Group Inc.

a total of $10,000

per month for office space, utilities and secretarial and administrative support for up to 24 months commencing on the date the Units

were first listed on the Nasdaq.

Upon completion of the Initial Business Combination the Company ceased paying these monthly fees.

the years ended November 30, 2023 and 2022, the Company recorded a charge of $120,000 and $100,000, respectively, to the statement of

operations pursuant to the agreement.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

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As of November

30, 2022 and November 30, 2021, there were no amounts outstanding under the Working Capital Loans.

30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington Trust,

National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31, 2022 and

on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement and Amended

and Restated Certificate of Incorporation are now amended, in part, so that the Company’s ability to complete a business combination

may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the

Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account

following any redemptions in connection with the approval of the amendment to the Company’s Amended and Restated Certificate of

Incorporation.

The Sponsor has funded the first 30-day extension payment on May 3, 2023.

The Sponsor has funded the first 30-day extension

payment on May 3, 2023 and made subsequent extension payments on June 5 th and July 6 th totaling $205,305 payments

during the year ended on November 30, 2023.

The Sponsor is entitled to the repayment of these extension payments, without interest.

the Company completes its initial Business Combination, it will, at the option of the Sponsor, repay the extension payments out of the

proceeds of the Trust Account released to it or issue securities of the Company in lieu of repayment.

As of November 30, 2023 and 2022

there was $205,305 and $0, respectively, outstanding under the extension loan.

from sponsor was $0 and $13,000 at November 30, 2023 and November 30, 2022, respectively, and represents expenses paid by the Company

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following table indicates the fees paid by us for services performed for the years ended November 30, 2023 and November 30, 2022:

November 30, 2023

November 30, 2022

Audit-Related Fees

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This category includes the aggregate fees billed for professional services rendered by the independent auditors

during the years ended November 30, 2022 and November 30, 2021 for the audit of our financial statements and review of previous years’

during the years ended November 30, 2023 and November 30, 2022 for the audit of our consolidated financial statements and review of previous

years’ Form 10-Qs.

This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and

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List of Financial statements included in Part II hereof:

Balance Sheets as of November 30, 2022 and November 30, 2021

Statements of Operations for the twelve months ended November 30, 2022 and from inception to November 30, 2021

Statements of Stockholders’ Equity (Deficit) for the period October 20, 2021 through November 30, 2022

Statements of Cash Flows for the twelve months ended November 30, 2022 and from inception to November 30, 2021

Consolidated Balance Sheets as of November 30, 2023 and November 30, 2022

Statements of Operations for the Years Ended November 30, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended November 30, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended November 30, 2023 and 2022

List of Financial Statement schedules included in Part IV hereof:

following exhibits are filed with this report or incorporated by reference:

Underwriting Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Merger Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc.

and HWH International Inc., incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

Amended and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

By Laws, incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Specimen Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Specimen Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Specimen Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Specimen Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Warrant Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Rights Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on

February 8, 2022

Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc.

and HWH International Inc.,

incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s

Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Laws, incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on

January 13, 2022.

to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference

to Exhibit 3.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023 .

to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC

on November 3, 2023.

Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form

S-1 filed with the SEC on January 13, 2022

Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1 filed

with the SEC on January 13, 2022

Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current

Report on Form 8-K/A filed with the SEC on February 8, 2022

Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current

Report on Form 8-K/A filed with the SEC on February 8, 2022

Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

Letter Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Promissory Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Investment Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Registration Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Securities Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Placement Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Form of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Administrative Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Sponsor Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp.

and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

Shareholder Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc.

and each of the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on September 12, 2022.

Code of Ethics, incorporated by reference to Exhibit 14 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit

10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s

Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the

Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s

Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference

to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the

Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed

with the SEC on January 13, 2022.

Administrative

Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the

Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022

Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp.

and each of the Persons set forth on

Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc.

the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on

September 12, 2022.

1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report

on Form 8-K filed with the SEC on May 3, 2023.

of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current

report on Form 8-K filed with the SEC on July 31, 2023.

of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s

current report on Form 8-K filed with the SEC on July 31, 2023.

2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report

on Form 8-K filed with the SEC on November 3, 2023.

and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report

on Form 8-K filed with the SEC on January 12, 2024.

of Ethics, incorporated by reference to Exhibit 14 of the Registrant’s Registration Statement on Form S-1 filed with the SEC

on January 13, 2022

Subsidiaries of the Company

Certification

of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant

to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Audit Committee Charter, incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Compensation Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022

Clawback Policy of HWH International Inc.

Committee Charter, incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-1 filed with

the SEC on January 13, 2022

Instance Document

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on its behalf by the undersigned, thereunto duly authorized.

Capital Acquisition Corp.

International Inc.

February 28, 2024

Rongguo (Ronald) Wei

Chief Financial Officer

Financial Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Heng Fai Ambrose Chan

Executive Officer, Director

Fai Ambrose Chan

Executive Officer

Executive Officer)

Rongguo (Ronald) Wei

6 unchanged sentences

Tat Keung (Aston)

Heng Fai Ambrose Chan

Fai Ambrose Chan

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures