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                              January 26, 2023

       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. 2 to
Registration Statement on Form S-4
                                                            Filed January 5,
2023
                                                            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
December 20, 2022 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Q: What equity stake will current stockholders of Alset and the HWH
Holders hold in Alset after
       the Closing?, page 12

   1.                                                   We note your revised
disclosure on pages 12, 33, and 120 in response to comment 3.
                                                        Please further revise
to allocate the shares owned or controlled by Mr. Chan that you
                                                        appear to still include
in the "public stockholders" category to the line item for Mr. Chan,
                                                        or tell us why you
believe such allocation is appropriate. In this regard, we note that you
                                                        disclose the shares
ultimately controlled by Mr. Chan would make up about 47.9% of the
                                                        outstanding shares,
assuming no redemptions, but you also disclose in the same table that
                                                        Mr. Chan's ownership
only represents 23.4%.
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
January 26,NameAlset
            2023       Capital Acquisition Corp.
January
Page 2 26, 2023 Page 2
FirstName LastName
Q: How will the Sponsor and our directors and officers vote?, page 16

2.       We reissue comment 4. 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, 94, 141
and 142 to disclose
         the number of shares required to approve the proposal, assuming only a
quorum is
         present. In this regard, it appears you have disclosed the number of
shares required to
         approve the proposal if the voting standard were a majority of shares
outstanding, which is
         not the voting standard under your governing documents.
Q: What interests do Alset's current officers and directors have in the
Business Combination?,
page 16

3.       We reissue comment 5. 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,
96 and 118.
Summary of the Proxy Statement/Prospectus, page 27

4.       We note your revised disclosure in response to comment 1 that you
intend to avail
         yourself of the controlled company exemption from corporate governance
standards.
         Please include comparable disclosure in the summary and where you
discuss the corporate
         governance of the post-combination company throughout your filing.
Please also add a
         related risk factor discussing the scope of the exemption and
associated risks to investors
         and to the company.
5.       Please revise the diagrams on pages 28 and 157 to identify Mr. Chan's
ownership of the
         various entities, as applicable.
Total Shares to be Issued in the Business Combination, page 31

6.       We note your revised disclosure in response to comment 2. Please
include comparable
         disclosure where you disclose that shares issued to the existing HWH
Holders will equal
         approximately 38.8% of the outstanding capital stock of Alset, such as
on pages 32 and
         120.
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 31, 2022, page 57

7.       We have reviewed your response to comment 8 noting that you now
believe you do not
         own a majority of Alset at the time of business combination and are
now accounting for
         the transaction as a recapitalization. This does not appear to address
our comment as you
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
January 26,NameAlset
            2023       Capital Acquisition Corp.
January
Page 3 26, 2023 Page 3
FirstName LastName
         have not presented an analysis for how Alset and HWH are not under
common control. In
         your analysis, please tell us how you took into account both direct
and indirect
         ownership. For example, it appears from the disclosure on page 28 that
Alset, Inc. owns
         85% of Alset International Limited which in turn owns a 10.5% of Alset
Capital
         Acquisition. In addition, please tell us how you considered the voting
interest Mr. Chan
         holds in each of these entities.
Risk Factors
We may not be able to complete an initial business combination with a U.S.
target company,
page 82

8.       We note your revised disclosure in response to comment 11 and reissue
our comment in
         part. Please disclose the consequences of liquidation to investors,
including that the
         warrants would expire worthless.
Timeline of the Business Combination with HWH, page 107

9.       We note your revised disclosure in response to comment 12. Please
further revise to
         provide the disclosure required by Item 1015(b)(2)-(4) and (6) of
Regulation M-A. With
         respect to Item 1015(b)(6), provide more detail regarding each of the
analyses used by
         Kraft Analytics that is comparable to the disclosure you provide
regarding ValueScope's
         analyses beginning on page 115. Please also file the report as an
exhibit to your
         registration statement.
10.      We reissue comment 13 in part. Please clarify your disclosure as to
whether the agreed
         valuation of $125 million is inclusive of a $30 million PIPE.
11.      We note your response to comment 14 that the presentation prepared by
HWH
         management consisted of preliminary high-level projections. Please
clarify in your
         disclosure whether those projections are the same as those included on
page 109. If not,
         please disclose such projections in your filing.
12.      We reissue comment 15. 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. We note your current
disclosure states
         that "enterprise value and exclusivity were among the subjects
negotiated." If these were
         the only terms negotiated, so state.
13.      We note your response to comment 18 and reissue our comment in part.
Throughout this
         section, identify the individuals from Alset management who attended
each meeting and
         participated in the negotiations. Please also clarify whether Mr. Chan
participated in
         negotiations on behalf of HWH along with William Wu and Wong (Aston)
Tat Keung.
         Lastly, disclose when Alset's board approved the business combination
and which board
 Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
January 26, 2023
Page 4
         members participated in the vote.
14.      We reissue comment 19 in part. To the extent additional financing has
not been secured,
         discuss why.
HWH International Membership Assumptions, page 109

15.      We note you revised disclosure in response to comment 21. Where you
disclose 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, revise
         to clarify the time period over which you calculated this figure.
Material U.S. Federal Income Tax Considerations, page 132

16.      We reissue comment 28. Please revise your disclosure in this section
to explain why
         counsel is giving a "should" opinion and cannot give a "firm" opinion
and describe the
         nature and degree of the uncertainty concerning the opinion.
Executive Compensation of HWH, page 167

17.      Please update your disclosure to include the year ended December 31,
2022.
HWH Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financial Impact of the COVID-19 Pandemic, page 170

18.      We note your response to comment 35 and your disclosure here and in
your risk factor on
         page 71, that your business was impacted by the COVID-19 pandemic.
Please revise to
         provided quantitative disclosure about the impact on your business.
Results of Operations, page 171

19.      We have reviewed your revised disclosure to comment 33 noting your
revenue has
         decreased due to a reshuffling of your business model. This appears to
be inconsistent
         with your disclosure on page 63 which states you have no intention of
changing your
         business model. Please provide us with a detailed discussion of the
changes that have
         taken place in your business model. In addition, please provide a
robust explanation to
         further explain the decline in your membership fees by 84%, including
the number of
         members and the fees charged in each of the corresponding periods.
20.    We have reviewed your revised disclosures to comment 34 noting the
decrease in cost of
       revenues and operating expenses was because membership sales decreased
starting in May
FirstName LastNameHeng Fai Ambrose Chan
       2021 and came to a halt in March 2022. Please quantify the number of
memberships sold
Comapany   NameAlset
       between         Capital Acquisition
               theses comparative          Corp.
                                   period and  discuss the issues that resulted
in your
       memberships  coming
January 26, 2023 Page 4     to a halt in 2022.
FirstName LastName
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
January 26,NameAlset
            2023       Capital Acquisition Corp.
January
Page 5 26, 2023 Page 5
FirstName LastName
Liquidity and Capital Resources, page 172

21.      We reissue comment 36 in part. Please address how the company expects
to fund its
         planned expansion projects and any implications this may have on your
operations.
         Disclose whether the company will need to seek additional funding
beyond the funds
         received as part of the business combination.
HWH International Inc. and Subsidiaries
Notes to Consolidated Financial Statements
2. Summary of Significant Accounting Policies
Revenue Recognition, page F-44

22.      We have reviewed your response to comment 42 and the revised
disclosure noting it does
         not appear to address our comment, therefore it is being reissued. We
note from your
         disclosure on page 156 that you currently have one membership tier,
with 9,811 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 9,811
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 the price per
membership for the
         periods presented.
23.      We note from your disclosure on page 162 that you do not consider
yourself a multi-level
         marketing company. Please provide us with a detailed discussion of how
you made this
         determination, particularly considering your members earn a commission
for referring
         new members with additional commissions for leaders and
high-performing leaders and a
         similar commission if a non-member purchases any of your products
through a member
         referral.
Note 7. Accrued Expenses, page F-47

24.      We have reviewed your revised disclosure to comment 44 noting it does
not appear to
         address our comment. Please provide us with a detailed discussion of
how commissions
         are earned on the non-member purchases of products.
25.      In addition, we note from your revised disclosure on page 158 that
there is another 5%
         commission for business development and the corporate and support
team, a 10%
         commission for the leaders, and an additional 3% for the
highest-performing leader.
         Please provide us with a detailed discussion of how these commissions
are earned and the
         parameters for being classified as a    leader    and
highest-performing leader   .
 Heng Fai Ambrose Chan
FirstName  LastNameHeng    Fai Ambrose Chan
Alset Capital Acquisition Corp.
Comapany
January 26,NameAlset
            2023       Capital Acquisition Corp.
January
Page 6 26, 2023 Page 6
FirstName LastName
HWH International Inc. and Subsidiaries
Consolidated Financial Statements
For the Nine Months Ended September 31, 2022 and 2021
Consolidated Statements of Operations and Comprehensive Income (Unaudited),
page F-54

26.      Please provide us with a detailed discussion to support your
reclassification of sales
         commissions from cost of revenues to operating expenses and cite the
specific
         authoritative literature you utilized to support your accounting
treatment. In addition,
         please explain how you considered Rule 5-03(b)(2) in presenting all
direct and indirect
         costs of revenues on the face of your Statement of Operations.
27.      Considering the comment above, please tell us how you determined your
presentation of
         gross profit contemplates all costs of revenue.
General

28.      We reissue comment 48 in part. Please include a separate
Enforceability    section,
         consistent with Item 101(g) of Regulation S-K.
        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 Lilyanna Peyser at
202-551-3222 with
any other questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:      Darrin M. Ocasio, Esq.