United States securities and exchange commission logo





                             December 20, 2022

       Heng Fai Ambrose Chan
       Chairman and Chief Executive Officer
       Alset Capital Acquisition Corp.
       4800 Montgomery LN STE 210
       Bethesda, MD 20814

                                                        Re: Alset Capital
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed November 25,
2022
                                                            File No. 333-267841

       Dear Heng Fai Ambrose Chan:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 10, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4

       Cover Page

   1.                                                   We note your revised
disclosure in response to comment 2 that you "may" take advantage
                                                        of the controlled
company exemption. Please definitively state whether or not you will
                                                        take advantage of the
controlled company exemptions if Mr. Chan and his affiliates
                                                        retain a controlling
interest in the post-combination company.
   2.                                                   On your cover page and
throughout your filing where you disclose that shares issued to
                                                        the existing HWH
Holders will equal approximately 38.8% of the outstanding capital
                                                        stock of Alset, revise
to clarify that Mr. Chan, as the majority owner of HWH, will
                                                        ultimately control
those shares and the shares held by the sponsor. In addition, on your
                                                        cover and on page 11
where you specify that the sponsor will hold 8.2% assuming no
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 2    20, 2022 Page 2
FirstName LastName
         redemptions, clarify how much of those shares Mr. Chan controls.
Questions and Answers for Stockholders of Alset
Q: What equity stake will current stockholders of Alset and the HWH Holders
hold in Alset after
the Closing?, page 11

3.       We note your revised disclosure in response to comment 3. Please
revise your disclosure
         regarding the ownership of the post-combination company to aggregate
all shares
         ultimately owned or controlled by Mr. Chan into one line item. In this
regard, it appears
         you continue to split Mr. Chan's shares between Alset initial
stockholders and HWH
         Holders. In addition, the disclosure suggests that Mr. Chan will own
45.5% of the post-
         combination company, assuming no redemptions, yet your disclosure
elsewhere in your
         filing states that Mr. Chan will own 47.9% of the post-combination
company, assuming
         no redemptions. It appears the "HWH Holders - Others" line item would
account for this
         difference. Please advise and revise for consistency. Make conforming
changes
         throughout your filing where you discuss the ownership of the
post-combination
         company, including on pages 23-33 and 118-119. We also note that in
certain other
         places in your filing, you disclose that Mr. Chan's ownership will be
47.3%. Please revise
         for consistency.
Q: How will the Sponsor and our directors and officers vote?, page 16

4.       We note your revised disclosure in response to comment 7. Given the
vote required to
         approve the Business Combination Proposal is a majority of the shares
outstanding and
         entitled to vote and present at the Special Meeting, please revise
your disclosure on pages
         16, 92, 137 and 139 to disclose the number of shares required to
approve the proposal,
         assuming only a quorum is present. In this regard, it appears you have
revised page 10,
         the only instance where you previously disclosed this figure, to
remove it.
Q: What interests do Alset's current officers and directors have in the
Business Combination?,
page 16

5.       We note your revised disclosure in response to comment 8. Disclose the
Merger
         Consideration Mr. Chan is expected to receive in the proposed
transaction and its relative
         value, quantify any amounts subject to reimbursement, and quantify the
aggregate amount
         that the sponsor, its affiliates, and the company   s officers and
directors have at risk that
         depends on completion of a business combination. Make conforming
changes to your
         disclosure on pages 43 and 117.
Summary of the Proxy Statement/Prospectus, page 27

6.       We note your revised disclosure in response to comment 1. Please
include comparable
         disclosure in your prospectus summary.
7.       We note the diagrams you have included on page 28 in response to
comment 9. With a
         view to providing investors a picture of the common ownership and how
the entities are
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 3    20, 2022 Page 3
FirstName LastName
         affiliated, include a depiction of the ownership of all entities in
each diagram, including
         Alset, Inc. and HWH, and identifying Mr. Chan's ownership, as
applicable. We note your
         response suggests that a comparable diagram was included in the
Information about HWH
         section beginning on page 154, but it does not appear to have been
included. Please
         include comparable disclosure in that section.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Transaction Accounting Adjustments to the Alset and HWH Unaudited Pro
Forma
Condensed Combined Balance Sheet as of August 3, page 57

8.       We note from your disclosure on page 52 that the business combination
between Alset
         and HWH is expected to be accounted for as an acquisition under common
control.
         Please tell us how you determined Alset and HWH were under common
control and how
         adjustment (F) appropriately accounts for the transaction in
accordance with ASC 805-50.
Risk Factors
Delaware law and HWH's certificate of incorporation and bylaws..., page 61

9.       We note your revised disclosure in response to comment 13 provides
that your proposed
         charter and bylaws include provisions creating a classified board of
directors and
         requiring the affirmative vote of holders of at least 2/3 of the
voting power of all of the
         then outstanding shares of the voting stock, voting together as a
single class, to amend,
         alter, change or repeal any provision; however, neither your proposed
charter nor your
         proposed bylaws appear to create a classified board, Section 8.7 of
your proposed bylaws
         appears to only require a supermajority vote to amend Article VIII,
and your proposed
         charter does not include a supermajority vote provision. Please revise
for consistency.
The waiver of the corporate opportunities doctrine..., page 63

10.      We note this new risk factor you added in response to comment 15.
Include a risk factor
         addressing the waiver of the corporate opportunities doctrine in
Article X of your
         proposed charter and the related risks to the post-combination
company. In this regard, it
         appears your current risk factor only addresses a similar provision
that is included in
         Alset's current charter.
We may not be able to complete an initial business combination with a U.S.
target company,
page 82

11.      We note your revised disclosure in response to comment 67. Please
disclose that the time
         necessary for government review of the transaction or a decision to
prohibit the
         transaction could prevent you from completing an initial business
combination and require
         you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses
         of the investment opportunity in a target company, any price
appreciation in the combined
         company, and the warrants, which would expire worthless.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 4    20, 2022 Page 4
FirstName LastName
Timeline of the Business Combination with HWH, page 107

12.      We note your disclosure that HWH received a valuation report provided
by Kraft
         Analytics LLC. Please revise your disclosure to clarify the role of
Kraft Analytics in the
         transaction, summarize the report, and provide the information
required by Item 4(b) of
         Form S-4.
13.      We note your response to comment 19. Please clarify your disclosure as
to whether the
         agreed valuation of $125 million reflects a $30 million PIPE. Disclose
any discussions
         about the need to obtain additional financing for the combined
company, such as the
         potential PIPE transaction, and the negotiation/marketing processes
undertaken to date
         (e.g., identification of potential PIPE investors and how the terms of
the PIPE transaction
         may be determined). Additionally, as applicable, please disclose
whether the parties
         intend to provide any valuations or other material information about
the Alset, HWH, or
         the business combination transaction to potential PIPE investors that
are not expected to
         be disclosed publicly.
14.      We note your response to comment 20. We further note your disclosure
that in early June
         2022, Alset received a copy of HWH   s corporate presentation from
HWH. Please tell us
         whether the presentation included any financial projections that the
Alset board reviewed,
         and if so, include such projections in your filing. In this regard, we
note your response
         indicates that such projections were included in the filing, but it
appears only the pricing
         model Alset received in August 2022 was included.
15.      We note your response to comment 21. Please provide a detailed
description of the
         negotiations regarding the letter of intent that was executed on July
28, 2022 by HWH and
         Alset, including the material terms of the initial draft, the material
terms included in the
         final executed version, and how the material terms evolved over the
course of the
         negotiations. Please include enough information so that investors can
fully understand
         how the final terms were negotiated and ultimately determined.
16.      We note your response to comment 22. Please provide a detailed
description of how the
         material terms of the Merger Agreement evolved throughout the exchange
of several
         drafts. In this regard, we note your disclosure that "among the
significant issues
         negotiated during this period were the fine-tuning of the Merger
Consideration, and its
         allocation between Closing base consideration and post-Closing
earnouts, the scope and
         survival of HWH   s representations and warranties, the minimum cash
requirement, and
         indemnity and escrow provisions." Please elaborate on the positions of
each party with
         respect to these terms and how they were negotiated. If the material
terms were not
         negotiated, please state as much in your filing and explain why they
were not negotiated.
17.      We note your response to comment 23. Please substantially revise your
disclosure in this
         section to include a chronological description of the negotiations
relating to material terms
         of the transaction and ancillary agreements, including, but not
limited to, the type of
         consideration to be paid to HWH stockholders, any financial
projections and any
 Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 5
         discussions relating to the assumptions underlying such projections,
the control and
         governance of the post-combination company, director designation
rights and
         organizational documents, and the lock up agreements. In your revised
disclosure, please
         explain the the issues and terms discussed at the meetings, each
party's position on such
         issues, and how you reached agreement on the final terms. If the
material terms were not
         negotiated, please state as much in your filing and explain why they
were not negotiated.
18.      We note your response to comment 24. Throughout this section, identify
the individuals
         from HWH and Alset management who attended each meeting and
participated in the
         negotiations. In addition, disclose when Alset's board approved the
business combination
         and which board members participated in the vote.
19.      We note your response to comment 25. We further note your disclosure
that on August
         24, 2022, Alset and HWH had a call to discuss the possibility of a
private capital raise and
         timelines for finalizing the definitive Merger Agreement. Please
elaborate on these
         discussions and, to the extent additional financing was not secured,
discuss why.
HWH International Membership Assumptions, page 109

20.      We note your disclosure that Alset "received a financial model
regarding HWH future
         businesses, pricing model and other key assumptions." Please disclose
who prepared the
         financial model.
21.      We note your disclosure that the basis for HWH   s membership growth
rate projections is
         HWH   s historical performance in South Korea and that the basis for
your price projections
         are derived from SHRG   s statistical data of average spending per
active member of
         approximately US$ 1,200. We also note your disclosure elsewhere in
your filing that you
         changed your membership model in 2022. Given the foregoing, please
tell us why such
         assumptions are reasonable.
22.      Please quantify your assumptions relating to the capital required to
penetrate the
         Malaysian and Taiwanese markets.
23.      With respect to your membership projections and operational expense
projections, please
         clarify whether Year 1 corresponds to 2022 or a different year. Please
also disclose how
         the five year time period for the projections was determined.
Alset's Board of Directors' Reasons for the Approval of the Business
Combination, page 110

24.    We note your response to comment 28. We further note your disclosure on
page 111
       references an analysis that the Alset board considered in deciding to
approve the
       transaction, including a reference to financial results and assumptions,
but no analysis
FirstName LastNameHeng Fai Ambrose Chan
       appears to have been included in the filing. Please revise to include
the analysis. If
Comapany    NameAlset
       analysis          Capital
                 is already      Acquisition
                            disclosed,        Corp. which analysis and include
a cross reference to
                                       please clarify
       where
December   20,it2022
                 is disclosed.
                       Page 5
FirstName LastName
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 6    20, 2022 Page 6
FirstName LastName
25.      We note your response to comment 32. We further note your disclosure
on page 113 that
         Alset   s board received certain preliminary sales estimates that were
prepared by HWH
         that it considered in its decision to enter into the Merger Agreement.
Please disclose these
         estimates in the filing. If you believe those estimates are already
disclosed, please clarify
         which estimates and include a cross reference to where they are
disclosed.
ValueScope Opinion, page 114

26.      We note your revised disclosure in response to comment 27 that you
reviewed the
         EV/EBITDA multiples of the guideline companies, and we note the
language in
         ValueScope's opinion on page D-1 that "ValueScope did review the
multiples of the
         guideline companies (multiples of comparable publicly traded
companies) to help estimate
         a terminal exit value of HWH." We also note your disclosure on page
115 that suggests
         you intended to include a chart of the compound annual growth rate for
the guideline
         companies and HWHW and the associated EV/EBITDA multiple, but such
chart is not
         included. Please revise to include the chart and disclose the terminal
exit value of HWH
         you calculated as a result of this analysis.
27.      Disclose the inputs, including the discount rate and the EV/EBITDA
multiple, used in
         your discounted cash flow analysis, which you reference on pages 115
and D-1. Disclose
         the residual value of HWH in 2027 that you calculated using this
analysis.
Material U.S. Federal Income Tax Considerations, page 131

28.      We note your response to comment 36 in part. Please revise your
disclosure to explain
         why counsel cannot give a firm opinion and describe the nature and
degree of the
         uncertainty concerning the opinion.
Information About HWH
Competition, page 161

29.      We note your revised disclosure in response to comment 41. Please
further revise your
         disclosures that "HWH is in no way a multi-level marketing company, as
our membership
         referral commissions are only payable upon a direct referral at that
singular level" and
         your disclosure on page 204 that identifies the business of several
HWH entities as multi-
         level marketing so that they are consistent.
Government Regulation, page 162

30.      We note your revised disclosure in response to comment 43. Please
revise to include
         more detail regarding the MEL requirements and the KFTC regulations to
which you are
         subject. Please also include a brief description of any relevant
government regulation in
         Singapore. In this regard, it appears HWH derived 30% of its revenue
from Singapore in
         the nine months ended September 30, 2022.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 7    20, 2022 Page 7
FirstName LastName
Material Contracts, page 163

31.      We note your revised disclosure in response to comment 45. Please
further revise to
         discuss any termination or renewal provisions for each of the Killiney
and Hapi Cafe
         Franchising Agreements, and file the agreements as exhibits to the
registration statement.
         Refer to Item 610(b)(10) of Regulation S-K. Please also describe the
material terms of
         the material oral arrangements under which you have conducted business
with your
         affiliates, or clarify whether your statement that you "currently have
no written or verbal
         agreements with [y]our suppliers" extends to those oral arrangements
as well.
Agreements with HWH's Named Executive Officers and Potential Payments Upon
Termination
or Change of Control, page 165

32.      We note your revised disclosure in response to comments 44 and 47.
Please describe the
         terms of the referenced employment agreements and file the agreements
as exhibits to the
         registration statement.
HWH's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 165

33.      We have reviewed your revised disclosure in response to comment 49
noting it does not
         appear to address the comment, therefore it is being reissued. For
example, you have not
         presented an analysis for the decrease in revenues by $3,385,025.
Please quantify the
         change in revenue and the impact of material drivers and discuss the
underlying causes of
         the change for each revenue stream for each period presented. Refer to
Item 303(a)(3) of
         Regulation S-K and SEC Release 33-8350.
34.      We note that your cost of revenues decreased by $1,831,111 for the
nine months ended
         September 30, 2022. Please quantify the impact of each material driver
and discuss the
         underlying causes of the change for each revenue stream.
Financial Impact of the COVID-19 Pandemic, page 166

35.      We note your revised disclosure in response to comment 48. Please
further revise your
         disclosure in this section to specify, as you do in the risk factors,
that you lost
         substantially all of your members due to the lack of accessibility
resulting from COVID-
         19 lockdowns.
Liquidity and Capital Resources, page 169

36.      We note your revised disclosure in response to comment 51. We further
note your
         disclosure that you are continuing to develop several products and
services and planning
         to open 50 new Hapi Cafes in the next two years. Please revise to
include a discussion of
         any known trends or uncertainties regarding the capital requirements
for this planned
         expansion. Refer to Item 303(b)(1) of Regulation S-K. Please address
how the company
         expects to fund such projects and any implications this may have on
your operations.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 8    20, 2022 Page 8
FirstName LastName
Security Ownership of Certain Beneficial Owners and Management, page 207

37.      We note your revised disclosure in response to comment 53. Please
further revise the
         table to include footnote disclosure that identifies the natural
persons who hold voting or
         dispositive control over the shares beneficially owned by Alset
International Limited,
         which we understand is Mr. Chan. Please also revise to include a new,
separate footnote
         for Mr. Chan that specifically identifies the shares owned by him
directly, and the shares
         owned by each of Alset Acquisition Sponsor, LLC and Alset
International Limited, over
         which he is deemed to hold voting or dispositive control.
Alset Capital Acquisition Corp.
Notes to the Unaudited Financial Statements
Note 7 - Stockholders' Equity, page F-31

38.      We have reviewed your response to comment 38 noting you have removed
your
         disclosure that warrants were classified as liabilities. Please
provide us with your analysis
         under ASC 815-40 to support your accounting treatment for the warrants
as equity. In
         your analysis, please reference the applicable sections of the warrant
agreement to support
         your response.
HWH International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1. Nature of Operations, page F-41

39.      It appears from your disclosure that HWH International Inc. was
incorporated in March
         2022 and that the company underwent a reorganization in April 2022. We
note from your
         disclosure that this was a realignment of entities under common
control and it was
         accounted for as a recapitalization. Please provide us with the
material terms of the
         transaction including the entities involved and consideration
exchanged. In addition,
         please provide us with a detailed discussion of how this transaction
was accounted for,
         including the specific authoritative literature you utilized to
support your accounting
         treatment.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-44

40.      We have reviewed your response to comment 54 and revised disclosure
noting that returns
         includes return of products and memberships. Your response that
memberships are
         returned appears to be inconsistent with the disclosure on page F-45
which states that
         membership fees are not refundable. Please address the following:

                Please tell us what the "return of memberships" represents and
how this relates to
              the buyback program.
                Please provide us with a break out of the returns related to
product sales and the
              returns related to memberships.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany20,
December   NameAlset
              2022 Capital Acquisition Corp.
December
Page 9    20, 2022 Page 9
FirstName LastName
                Please tell us how the return of memberships is recorded in
your financial statements.
                Please provide us with a detailed discussion of the terms of
the buyback program.
41.      Please tell us if the product sales presented on page F-50 represents
product sales to
         members or to third party customers that do not contain a membership.
42.      We note from your disclosure on page 156 that you currently have one
membership tier,
         with 10,076 members at an annual fee of $58.00 per year. Please tell
us if the
         membership fee revenue presented on page F-50 represents only the
annual membership
         fee of your 10,076 members or if additional items are included in this
revenue stream. In
         addition, please provide us with a reconciliation of the number of
memberships sold and
         returned via the buyback program for the periods presented.
Note 3. Receivable from related party, net, page F-47

43.      We have reviewed your response to comment 59 noting all payments are
made through
         direct deposit. Please provide a detailed discussion of how customer
payments are made
         through direct deposit.
Note 7. Accrued Commissions, page F-47

44.      We note your disclosure on page 158 that a member receives a 25%
commission of the
         membership fee income if the member successfully refers a new member
to subscribe to
         the membership. Additionally, a member will receive a similar
commission if a non-
         member purchases any of [y]our products through a member referral.
Please provide us
         with a detailed discussion of how the commissions earned on the
non-member purchases
         of products and the membership fee referral correlates to the sales
commission expense
         recorded in the Consolidated Statement of Operations, as it appears to
represent
         approximately 47% of the revenue disclosed on the financial
statements.
Note 16. Concentration Risk, page F-50

45.      We note your response to comment 62 and reissue the comment in part.
Please disclose if
         you held cash balances in Hong Kong or China during the year ended
December 31, 2021.
HWH International Inc. and Subsidiaries
Consolidated Financial Statements for the Nine Months Ended September 30, 2022
and 2021,
page F-52

46.      Please label the consolidated financial statements and notes to the
consolidated financial
         statements as unaudited.
Notes to Consolidated Financial Statements
Note 3. Business Under Common Control, page F-63

47.      We note that your disclosure that the acquisitions of HWH World
Limited, HWH World
         Pte. Limited, Hapi Caf   SG Pte. Limited in April 2022, and Alset F&B
Holdings Pte.
 Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 10
      Limited and Alset F&B One Pte. Limited in September 2022 were accounted
for as
      transactions between entities under common control appears to be
inconsistent with the
      disclosure in Note 1 on page F-57, which states that a reorganization,
which included all
      of these entities, occurred in April 2022 and was accounted for as a
recapitalization.
      Please clarify.
General

48.   We note your response to comment 68 that certain of your directors and
officers live in
      China and Hong Kong. Please include a separate    Enforceability
section, consistent with
      Item 101(g) of Regulation S-K, identify the relevant individuals, and add
a risk factor
      addressing the challenges of bringing actions and enforcing
judgments/liabilities against
      such individuals (i.e., it will much more difficult to take these
actions) in both China and
      Hong Kong.
        You may contact Nasreen Mohammed at 202-551-3773 or Angela Lumley at
202-551-
3398 if you have questions regarding comments on the financial statements and
related
matters. Please contact Taylor Beech at 202-551-4515 or Dietrich King at
202-551-8071 with
any other questions.



                                                            Sincerely,
FirstName LastNameHeng Fai Ambrose Chan
                                                            Division of
Corporation Finance
Comapany NameAlset Capital Acquisition Corp.
                                                            Office of Trade &
Services
December 20, 2022 Page 10
cc:       Darrin M. Ocasio, Esq.
FirstName LastName