HWH International Inc. Files SC 13D/A Amendment

TL;DR

HWH Intl (HWH) filed 13D/A. Ambrose Chan is point person. Formerly Alset Capital.

AI Summary

HWH International Inc. filed an amendment (No. 5) to its Schedule 13D on October 1, 2024, reporting changes in beneficial ownership. The filing indicates that as of September 24, 2024, Ambrose Chan, Chairman of HWH International Inc., is the authorized person to receive notices. The company was formerly known as Alset Capital Acquisition Corp. and changed its name on December 3, 2021.

Why It Matters

This filing updates information regarding beneficial ownership and significant changes for HWH International Inc., which could impact investor understanding of control and strategy.

Risk Assessment

Risk Level: low — This filing is an amendment to a previous filing and primarily provides updated administrative and contact information, not indicating new significant financial events.

Key Players & Entities

• HWH International Inc. (company) — Subject Company
• Ambrose Chan (person) — Person Authorized to Receive Notices and Communications
• Alset Capital Acquisition Corp. (company) — Former Company Name
• ALSET ACQUISITION SPONSOR, LLC (company) — Group Member
• ALSET INC. (company) — Group Member
• ALSET INTERNATIONAL LTD (company) — Group Member

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securiti
• $0.63 — ;s common stock at a conversion rate of $0.63 per share. Mr. Chan may be deemed to po
• $300,000.00 — ive agreements, Alset Inc. will convert $300,000.00 of the Issuer’s debt into 476,190
• $3,501,759.00 — lset International Limited will convert $3,501,759.00 of the Issuer’s debt into 5,558,3
• $4,095,000.00 — ted in the original principal amount of $4,095,000.00 (the “Promissory Note”). Th

Filing Documents

• formsc13da.htm (SC 13D/A) — 176KB
• 0001493152-24-039039.txt ( ) — 178KB

From the Filing

SC 13D/A 1 formsc13da.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5) HWH International Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 44852G101 (CUSIP Number) Heng Fai Ambrose Chan Chairman HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Telephone: 301-971-3955 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 24, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 44852G101 1 Names of Reporting Person. Heng Fai Ambrose Chan 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Republic of Singapore Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 13,000 (1) 8 Shared Voting Power (see Item 5 below) 19,514,567 (1) 9 Sole Dispositive Power 0 10 Shared Dispositive Power (see Item 5 below) 19,514,567 (1) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,514,567 (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 86.8% (2) 14 Type of Reporting Person IN (1) Includes (i) 2,330,155 shares and warrants convertible into 236,875 shares of the Issuer’s common stock, $0.0001 par value held by Alset Acquisition Sponsor, LLC; (ii) 13,000 shares of common stock owned directly by Mr. Chan; (iii) 16,458,347 shares of common stock held by Alset International Limited; and (iv) 476,190 shares of common stock held by Alset Inc., over which Mr. Chan may be deemed to possess indirect beneficial ownership as the Chief Executive Officer and Chairman of Alset Inc. and Alset International Limited. (2) Based on 22,257,838 shares of the Issuer’s common stock outstanding as of October 1, 2024 (this figure of 22,257,838 shares of the Issuer’s common stock includes shares issued pursuant to the conversion of certain debts previously owed by the Issuer to Alset Inc. and Alset International Limited, as described in further detail herein). CUSIP No. 44852G101 1 Names of Reporting Person. Alset Inc. 2 Check the Appropriate Box if a Member of a Group (a) (b) 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6 Citizenship or Place of Organization Texas Number of Shares Beneficially Owned by Each Reporting Person With 7 Sole Voting Power 0 8 Shared Voting Power (see Item 5 below) 19,501,567 (1) 9 Sole Dispositive Power 0 10 Shared Dispositive Power (see Item 5 below) 19,501,567 (1) 11 Aggregate Amount Beneficially Owned by Each Reporting Person 19,501,567 (1) 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares 13 Percent of Class Represented by Amount in Row (11) 86.7 % (1)(2) 14 Type of Reporting Person CO (1) Includes (i) 2,330,155 shares and warrants convertible into 236,875 shares of the Issuer’s common stock, $0.0001 par value held by Alset Acquisition Sponsor, LLC, a majority owned subsidiary of Alset Inc.; (ii) 16,458,347 shares held by Alset International Limited, a majority owned subsidiary of Alset Inc; and (iii) 476,190 shares held by Alset Inc directly. (2) Based on 22,257,838 shares of the Issuer’s common stock outstanding as of October 1, 2024 (this figure of 22,257,838 shares of the Issuer’s common stock includes shares issued pursuant to the conversion of certain debts previously owed by the

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