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                              April 24, 2024

       John Thatch
       Chief Executive Officer
       HWH International Inc.
       4800 Montgomery Lane, Suite 210
       Bethesda, MD 20814

                                                        Re: HWH International
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 8, 2024
                                                            File No. 333-278560

       Dear John Thatch:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

       Registration Statement on Form S-1

       Cover Page

   1.                                                   We note that your
common stock trades on Nasdaq and that the selling stockholders will
                                                        be conducting an
at-the-market offering. Please revise to disclose the market price of your
                                                        common stock as of the
latest practicable date. Refer to Instruction 2 to Item 501(b)(3) of
                                                        Regulation S-K.
   2.                                                   On the prospectus cover
page, please disclose the price that the selling stockholders paid
                                                        for the shares being
registered for resale. In the alternate, please describe for what
                                                        consideration the
shares were received.
       Risk Factors, page 5

   3.                                                   Include an additional
risk factor highlighting the negative pressure potential sales of
                                                        shares pursuant to this
registration statement could have on the public trading price of the
 John Thatch
HWH International Inc.
April 24, 2024
Page 2
       company's common stock. To illustrate this risk, disclose the purchase
price of the shares
       being registered for resale and the percentage that these shares
currently represent of the
       total number of shares outstanding. Also disclose, if applicable, that
even though the
       current trading price is significantly below the SPAC IPO price, the
selling stockholders
       have an incentive to sell because they will still profit on sales
because of the lower price
       that they purchased or received their shares than the public investors.
Incorporation of Certain Information by Reference, page 12

4.     Please revise your prospectus to remove this section and include all of
the disclosure
       required by Form S-1. In this regard, we note that companies that were
either shell
       companies or blank check companies during the past three years are
ineligible to
       incorporate by reference on Form S-1. See General Instruction VII.D.1(a)
and (b) to Form
       S-1.
General

5.     Revise your prospectus to disclose the price that each selling
stockholder paid for the
       shares being registered for resale. Highlight any differences in the
current trading price,
       the price that the selling stockholder acquired their shares, and the
price that the public
       stockholder acquired their shares and warrants. If applicable, disclose
that while the
       selling stockholder may experience a positive rate of return based on
the current trading
       price, the public stockholders may not experience a similar rate of
return on the shares
       they purchased due to differences in the purchase prices and the current
trading price.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Alyssa Wall at 202-551-8106 or Donald Field at
202-551-3680 with any
questions.



                                                              Sincerely,
FirstName LastNameJohn Thatch
                                                              Division of
Corporation Finance
Comapany NameHWH International Inc.
                                                              Office of Trade &
Services
April 24, 2024 Page 2
cc:       Darrin Ocasio
FirstName LastName