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SCHEDULE 13D/A 0001493152-22-003834 0001261725 XXXXXXXX LIVE 8 COMMON STOCK, $0.0001 PAR VALUE 12/24/2024 false 0001897245 44852G101 HWH INTERNATIONAL INC. (HWH) 4800 Montgomery Lane, Suite 210 Bethesda MD 20814 Heng Fai Ambrose Chan 301-971-3955 4800 Montgomery Lane, Suite 210 Bethesda MD 20814 0001261725 N Heng Fai Ambrose Chan a OO N U0 13000.00 25226331.00 0.00 25226331.00 25226331.00 N 90.2 IN Aggregate amount 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) 9,958,347 shares of common stock held by Alset International Limited; and (iv) 12,687,954 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. Percentage is based on 27,969,602 shares of the Issuer's common stock outstanding as of December 27, 2024. 0001750106 N Alset Inc. a OO N TX 0.00 25213331.00 0.00 25213331.00 25213331.00 N 90.1 CO Aggregate amount 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) 9,958,347 shares held by Alset International Limited, a majority owned subsidiary of Alset Inc; and (iii) 12,687,954 shares held by Alset Inc. directly. Percentage is based on 27,969,602 shares of the Issuer's common stock outstanding as of December 27, 2024. Y Alset International Limited a OO N U0 9958347.00 0.00 9958347.00 0.00 9958347.00 N 35.6 CO Percentage is based on 27,969,602 shares of the Issuer's common stock outstanding as of December 27, 2024. Y Alset Acquisition Sponsor, LLC a OO N DE 2567030.00 0.00 2567030.00 0.00 2567030.00 N 9.2 CO Aggregate amount includes 2,330,155 shares and warrants convertible into 236,875 shares of the Issuer's common stock. Percentage is based on 27,969,602 shares of the Issuer's common stock outstanding as of December 27, 2024. COMMON STOCK, $0.0001 PAR VALUE HWH INTERNATIONAL INC. (HWH) 4800 Montgomery Lane, Suite 210 Bethesda MD 20814 Heng Fai Ambrose Chan 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989 Chief Executive Officer - Alset International Limited None. None. Singapore On December 24, 2024, Alset Inc. entered into a Stock Purchase Agreement with the Issuer, pursuant to which Alset Inc. agreed to purchase 1,300,000 newly issued shares of the Issuer's common stock for a price of $0.45 per share. On December 24, 2024, Alset Inc. entered into a Stock Purchase Agreement with the Issuer, pursuant to which Alset Inc. agreed to purchase 1,300,000 newly issued shares of the Issuer's common stock for a price of $0.45 per share. Heng Fai Ambrose Chan: 25,226,331, 90.2% Alset Inc.: 25,213,331, 90.1% Alset International Limited: 9,958,347, 35.6% Alset Acquisition Sponsor, LLC: 2,567,030, 9.2% Heng Fai Ambrose Chan: Sole power to vote or to direct the vote - 13,000 Shared power to vote or to direct the vote - 25,226,331 Sole power to dispose or to direct the disposition of - 13,000 Shared power to dispose or to direct the disposition of -25,226,331 Alset Inc.: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 25,213,331 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 25,213,331 Alset International Limited: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 9,958,347 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 9,958,347 Alset Acquisition Sponsor, LLC: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 2,567,030 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 2,567,030 On September 26, 2024, Alset Inc. entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with one of Alset Inc.'s subsidiaries, Alset International Limited. Pursuant to the Stock Purchase Agreement, Alset Inc. has purchased 6,500,000 shares (the "Shares") of the Issuer. As consideration for the Shares, Alset Inc. issued a secured promissory note to Alset International Limited in the original principal amount of $4,095,000.00 (the "Promissory Note"). The Promissory Note bears an interest rate of 5% per annum and a maturity date of September 26, 2026, and is secured by collateral specified in a security agreement (the "Security Agreement"), between Alset Inc. and Alset International Limited. The closing of the transactions described above was contingent upon the approval of the stockholders of Alset International Limited, and the satisfaction of other closing conditions. The transactions closed on November 20, 2024; and when on November 25, 2024, Alset Inc. entered into a Stock Purchase Agreement with the Issuer, pursuant to which Alset Inc. agreed to purchase 4,411,764 newly issued shares of the Issuer's common stock for a price of $0.68 per share. Not applicable. Not applicable. Stock Loan Agreement Sponsor entered into an agreement effective January 30, 2024 (the "Agreement"), pursuant to which the Sponsor loaned a borrower (the "Borrower") 347,220 shares of the Issuer's common stock (the "Shares"). The Sponsor will retain the right to vote the Shares and receive any dividends paid on the Shares during the duration of the loan. The Borrower may not sell, lend or transfer the Shares. The Borrower has agreed not to buy, sell or short any securities of the Issuer for a period of one year from the date of the Agreement. Joint Filing Agreement dated as of January 19, 2024. Heng Fai Ambrose Chan /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, an Individual 12/27/2024 Alset Inc. /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, Chief Executive Officer 12/27/2024 Alset International Limited /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, Chief Executive Officer 12/27/2024 Alset Acquisition Sponsor, LLC /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, Chief Executive Officer of Alset SPAC Group Inc., its sole member 12/27/2024