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SCHEDULE 13D/A 0001493152-22-003834 0001261725 XXXXXXXX LIVE 9 COMMON STOCK, $0.0001 PAR VALUE 03/11/2025 false 0001897245 44852G309 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 2600.00 5112109.00 0.00 5114709.00 5114709.00 N 78.4 IN Aggregate amount includes (i) 535,475 shares and warrants convertible into 47,375 shares of the Issuer's common stock, $0.0001 par value held by Alset Acquisition Sponsor, LLC; (ii) 2,600 shares of common stock owned directly by Mr. Chan; (iii) 1,991,669 shares of common stock held by Alset International Limited; and (iv) 2,537,590 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 6,476,400 shares of the Issuer's common stock outstanding as of March 13, 2025. 0001750106 N Alset Inc. a OO N TX 0.00 5112109.00 0.00 5112109.00 5112109.00 N 78.4 CO Aggregate amount includes (i) 535,475 shares and warrants convertible into 47,375 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) 1,991,669 shares held by Alset International Limited, a majority owned subsidiary of Alset Inc; and (iii) 2,537,590 shares held by Alset Inc. directly. Percentage is based on 6,476,400 shares of the Issuer's common stock outstanding as of March 13, 2025. 0001660984 N Alset International Limited a OO N U0 1991669.00 0.00 1991669.00 0.00 1991669.00 N 30.8 CO Percentage is based on 6,476,400 shares of the Issuer's common stock outstanding as of March 13, 2025. 0001908910 N Alset Acquisition Sponsor, LLC a OO N DE 582850.00 0.00 582850.00 0.00 582850.00 N 9 CO Aggregate amount includes 535,475 shares and warrants convertible into 47,375 shares of the Issuer's common stock. Percentage is based on 6,476,400 shares of the Issuer's common stock outstanding as of March 13, 2025. 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 Alset Acquisition Sponsor, LLC ("the Sponsor") entered into an agreement effective January 30, 2024 (the "Agreement"), pursuant to which the Sponsor loaned a borrower (the "Borrower") 69,444 shares of the Issuer's common stock (the "Shares"). On March 11, 2025, the Borrower returned the 69,444 shares to the Sponsor. Alset Acquisition Sponsor, LLC ("the Sponsor") entered into an agreement effective January 30, 2024 (the "Agreement"), pursuant to which the Sponsor loaned a borrower (the "Borrower") 69,444 shares of the Issuer's common stock (the "Shares"). On March 11, 2025, the Borrower returned the 69,444 shares to the Sponsor. Heng Fai Ambrose Chan: 5,114,709, 78.4% Alset Inc.: 5,112,109, 78.4% Alset International Limited: 1,991,669, 30.8% Alset Acquisition Sponsor, LLC: 582,850, 9% Heng Fai Ambrose Chan: Sole power to vote or to direct the vote - 2,600 Shared power to vote or to direct the vote - 5,112,109 Sole power to dispose or to direct the disposition of - 2,600 Shared power to dispose or to direct the disposition of - 5,112,109 Alset Inc.: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 5,112,109 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 5,112,109 Alset International Limited: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 1,991,669 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 1,991,669 Alset Acquisition Sponsor, LLC: Sole power to vote or to direct the vote - 0 Shared power to vote or to direct the vote - 582,850 Sole power to dispose or to direct the disposition of - 0 Shared power to dispose or to direct the disposition of - 582,850 None. 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") 69,444 shares of the Issuer's common stock (the "Shares"). The Sponsor retained the right to vote the Shares and to receive any dividends paid on the Shares during the duration of the loan. The Borrower could not sell, lend or transfer the Shares. The Borrower agreed not to buy, sell or short any securities of the Issuer for a period of one year from the date of the Agreement. The Stock Loan Agreement was terminated on March 11, 2025. Joint Filing Agreement dated as of January 19, 2024. Heng Fai Ambrose Chan /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, an Individual 03/13/2025 Alset Inc. /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, Chief Executive Officer 03/13/2025 Alset International Limited /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, Chief Executive Officer 03/13/2025 Alset Acquisition Sponsor, LLC /s/ Heng Fai Ambrose Chan Heng Fai Ambrose Chan, Chief Executive Officer of Alset SPAC Group Inc., its sole member 03/13/2025