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Alset Capital Acquisition Corp. – ‘S-4/A’ on 5/22/23

On:  Monday, 5/22/23, at 8:42pm ET   ·   As of:  5/23/23   ·   Accession #:  1493152-23-18634   ·   File #:  333-267841

Previous ‘S-4’:  ‘S-4/A’ on 4/13/23   ·   Next:  ‘S-4/A’ on 6/28/23   ·   Latest:  ‘S-4/A’ on 7/7/23   ·   6 References:   By:  HWH International Inc. – Latest ‘S-4/A’ on 7/7/23 By:  HWH International Inc. – Next ‘S-4/A’ on 6/28/23 To:  HWH International Inc. – ‘S-4’ on 10/12/22 To:  HWH International Inc. – ‘8-K’ on 9/12/22 for 9/9/22 To:  HWH International Inc. – ‘8-K/A’ on 2/8/22 for 1/31/22 To:  HWH International Inc. – ‘S-1’ on 1/13/22 

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/23/23  Alset Capital Acquisition Corp.   S-4/A                 44:14M                                    M2 Compliance LLC/FA

Document/Exhibit                   Description                      Pages   Size 

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                - Securities for a Merger                                        
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                Equity (Unaudited)                                               
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                and Liquidity                                                    
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                (Details Narrative)                                              
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                acaxu-20230228                                                   
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Registration No. 333-267841

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 i AMENDMENT NO. 6

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 i Alset Capital Acquisition Corp.

(Exact name of registrant as specified in its charter)

 i 4800 Montgomery LN STE 210

 i Bethesda,  i MD  i 20814

( i 301)- i 971-3955

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 i Heng Fai Ambrose Chan

Chief Executive Officer

 i Alset Capital Acquisition Corp.

 i 4800 Montgomery LN STE 210

 i Bethesda,  i MD  i 20814

( i 301)- i 971-3955

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and upon consummation of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  i ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED [●], 2023

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF ALSET CAPITAL ACQUISITION CORP.

AND

PROSPECTUS FOR SHARES OF COMMON STOCK AND WARRANTS OF ALSET CAPITAL ACQUISITION CORP.

To the Stockholders of Alset Capital Acquisition Corp.:

You are cordially invited to attend the special meeting of stockholders (the “special meeting”) of Alset Capital Acquisition Corp., a Delaware corporation, which we refer to as “Alset,” “we,” “us” or “our”, to be virtually held at 10:00 a.m., Eastern time, on             , 2023. The special meeting can be accessed via live webcast by visiting                  , where you will be able to listen to the meeting live and vote during the meeting.

On September 9, 2022 we entered into an Agreement and Plan of Merger with HWH Merger Sub, Inc., a Nevada corporation and newly formed, wholly owned, direct subsidiary of us (“Merger Sub”), and HWH International Inc., a Nevada corporation (“HWH”) (as may be amended from time to time, the “Merger Agreement”). The Merger Agreement provides for the combination of HWH and Merger Sub under Alset, with HWH surviving as the Surviving Corporation (collectively, the “Merger”). At the consummation of the Merger, HWH will survive as a direct, wholly-owned subsidiary of Alset. The transactions contemplated by the Merger Agreement and the Merger we refer to herein as the “Business Combination.” A copy of the Merger Agreement is attached to the accompanying proxy statement/prospectus as Annex A. Upon the consummation of the Business Combination, Alset will change its name to “HWH International Inc.”

The Merger Agreement provides that at the effective time of the Business Combination (the “Effective Time”):

Upon the consummation of the Business Combination, the outstanding publicly traded units of Alset will be separated into their component securities, consisting of (a) one share of Alset Class A Common Stock and one-half (1/2) of one Alset Warrant (each of which shall be exchanged in accordance with the foregoing description), and (b) one right to receive one tenth (1/10) of one share of Alset Class A Common Stock (collectively, the “Alset Rights”). Each Alset Right entitles its holder (the “Rights Holder”) to receive such one-tenth (1/10) of one share of Alset Class A Common Stock after the consummation of the Business Combination, upon return of a valid certificate of Rights to the rights agent for Alset Rights. As of the date of the accompanying proxy statement/prospectus, there is a maximum of 909,875 shares of Alset Class A Common Stock issuable in exchange for Alset Rights. For each Rights Holder so tendering their certificates, the cumulative amount of Alset Rights held by that Rights Holder will be rounded up to the nearest whole share of Alset Class A Common Stock, and this stock shall be exchanged for Alset Common Stock as provided in the foregoing description. For more information, please see “Question and Answers – I am a Rights Holder, and how do I receive stock in the Merger?”

The estimated total consideration in the Business Combination is $125 million, subject to adjustment based on net working capital and indebtedness on the closing date of the Merger and transaction expenses adjustments in accordance with the terms and conditions of the Merger Agreement, as described further in the accompanying proxy statement/prospectus. The merger consideration generally will be paid in shares of Alset Common Stock. The exact number of shares of Alset Common Stock to be issued as merger consideration in connection with the Business Combination remains subject to adjustment based on the working capital and net debt of HWH, transaction expenses relating to the Business Combination, those shares issuable to holders of Alset Class A Common Stock, and the number of HWH Units outstanding as of immediately prior to the Effective Time, and shall be finally determined in accordance with, and subject to, the terms of the Merger Agreement. For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — Merger Consideration.”

It is anticipated that, immediately following completion of the Business Combination and if there are no additional redemptions by Alset’s public stockholders, Alset’s existing shares held by stockholders, including Sponsor, will be equal to approximately 20.4% of the outstanding capital stock of Alset (of which approximately 11.7% will be owned by the Sponsor, of which 5.6% will be held indirectly by Mr. Chan), newly issued shares (excluding shares issued to HWH Holders) will be equal to approximately 24.2% of outstanding capital stock of Alset, and shares issued to the existing HWH Holders will equal to approximately 55.4% of the outstanding capital stock of Alset. All shares held by HWH and the Sponsor will be ultimately controlled by Mr. Chan, who is the majority owner of HWH and the Sponsor. If there are redemptions by Alset’s public stockholders up to the maximum level that would permit completion of the Business Combination, immediately following completion of the Business Combination, Alset’s existing shares held by stockholders, other than the Sponsor, will equal to approximately 0% of the outstanding capital stock of Alset, newly issued shares (excluding shares issued to HWH Holders and Sponsor) will be equal to approximately 25.1%, shares held by the Sponsor will be equal to approximately 14.2%, (of which approximately 7.5% will be indirectly owned by Mr. Chan), and shares issued to the existing HWH Holders will be equal to approximately 60.7% (of which approximately 27.3% will be beneficially owned by Mr. Chan) of the outstanding capital stock of Alset. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

HWH is under the control of Alset Inc., which is effectively controlled by Heng Fai Ambrose Chan, a controlling shareholder of Alset Inc. Heng Fai Ambrose Chan is also an executive officer and director of Alset and the executive chairman and director of HWH. Heng Fai Ambrose Chan is deemed to beneficially own 45.0% of HWH Common Stock held through his ownership of Alset Inc., of which Mr. Chan is a beneficiary. Before the completion of the Business Combination, Alset Inc. beneficially owns 57.1% of Alset and has significant influence on Alset. In addition, Mr. Chan along with William Wu, Chan Tung Moe, Wong Tat Keung, Wong Shui Yeung, and Lui Wai Leung Alan serve as officers and/or directors of Alset Inc.

It is anticipated that, upon completion of the transaction, assuming no redemptions: (i) the Company’s shares held by public stockholders (other than our sponsor and Heng Fai Ambrose Chan) will be equal to approximately 52.1% of the economic interests of HWH; and (ii) Heng Fai Ambrose Chan and his affiliates will beneficially own approximately 47.9% of the economic interests of; assuming holders of 1,976,036 public shares redeem their shares (the maximum redemption scenario): (i) the shares held by Company’s existing public stockholders (other than our Sponsor and Heng Fai Ambrose Chan) will be equal to approximately 0% of the economic interests of HWH; (ii) newly issued shares held by public stockholders will be equal to approximately 25.1% of the economic interests of HWH; (iii) Heng Fai Ambrose Chan and his affiliates will beneficially own approximately 74.9% of the economic interests of HWH. Mr. Chan and his affiliates will have a controlling interest in Alset and will control matters submitted to shareholders such as the election of directors and approval of significant corporate transactions. As a result, we will take advantage of the controlled company exemption.

At the special meeting, our stockholders will be asked to consider and vote upon the following proposals:

Each of the Business Combination Proposal, the Charter Amendments Proposal, and the Nasdaq Proposal is cross-conditioned on the approval of each other. Each of the Advisory Charter Amendments Proposals and the Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus. Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety.

Alset Units, Alset Common Stock, Alset Warrants, and Alset Rights are listed on the Nasdaq Stock Market, with trading symbols “ACAXU,” “ACAX”, “ACAXW” and “ACAXR,” respectively.

We intend to list the Alset Common Stock on the Nasdaq Capital Market under the symbols “[●]” and “[●],” respectively, upon the Closing of the Business Combination. As Alset’s publicly traded units and rights will have separated into their component parts, and exchanged in the Business Combination, neither Alset nor HWH will have units or rights traded following closing of the Business Combination.

The Board of Directors of Alset (the “Board”) has fixed the close of business on , 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the proposals to be considered at the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination.

The Alset board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting. We urge you to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the Board, you should keep in mind that Alset’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a stockholder of Alset. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to stockholders of Alset than liquidating Alset.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION ABOUT ALSET AND HWH THAT IS NOT INCLUDED IN OR DELIVERED HEREWITH. THIS INFORMATION IS AVAILABLE WITHOUT CHARGE TO STOCKHOLDERS OF ALSET UPON WRITTEN OR ORAL REQUEST. IF YOU WOULD LIKE TO MAKE SUCH REQUEST, YOU SHOULD CONTACT ALSET IN WRITING AT Heng Fai Ambrose Chan, Chairman and Chief Executive Officer, 4800 Montgomery LN, STE 210, Bethesda, MD 20814 OR BY TELEPHONE AT 301-971-3955. TO OBTAIN TIMELY DELIVERY, YOU MUST REQUEST THE INFORMATION NO LATER THAN ____________, 2023.

You should carefully consider the matters discussed under “Risk Factors” beginning on page 59 of this proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of Alset’s Directors and Officers and Others in the Business Combination” for additional information.

Pursuant to our current certificate of incorporation, our public stockholders have redemption rights in connection with the Business Combination. Our public stockholders are not required to affirmatively vote for or against the Business Combination to redeem their shares of common stock. This means that public stockholders who hold shares of Alset Class A Common Stock on or before _____________, 2023 (two (2) business days before the special meeting) will be eligible to elect to have their shares of Alset Class A Common Stock redeemed for cash in connection with the special meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the special meeting. Alset public stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting.

Your vote is very important. If you are an Alset stockholder, whether or not you plan to attend the special meeting, please take the time to vote as soon as possible. On behalf of Alset’s board of directors, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated             , 2023 and will first be mailed to the stockholders of Alset on or about                , 2023.

ALSET CAPITAL ACQUISITION CORP.

4800 Montgomery LN

STE 210

Bethesda, MD 20814

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

OF ALSET CAPITAL ACQUISITION CORP.

TO BE HELD ON , 2023

TO THE STOCKHOLDERS OF ALSET CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Alset Capital Acquisition Corp. (“Alset,” “we,” “us” or “our”) will be virtually held at 10:00 a.m., Eastern time, on            , 2023. The Special Meeting can be accessed via live webcast by visiting             , where you will be able to listen to the meeting live and vote during the meeting.

The Board of Directors of Alset (the “Board”) has fixed the close of business on             , 2023, as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the special meeting or any postponement or adjournment thereof. As of the Record Date, 2022, there were __________ shares of Alset’s Class A and Class B common stock outstanding; holders of our Class A and Class B common stock are entitled to one vote per share.

At the Special Meeting, you will be asked to consider and vote upon the following proposals (the “Proposals”):

Pursuant to the Merger Agreement, upon consummation of the Business Combination,

Upon the consummation of the Business Combination, the outstanding publicly traded units of Alset will be separated into their component securities, consisting of one share of Alset Class A Common Stock and one-half (1/2) of one Alset Warrant, each of which shall be exchanged in accordance with the foregoing description, and one right to receive one tenth (1/10) of one share of Alset Class A Common Stock (the “Alset Rights”). Each Alset Right entitles its holder (the “Rights Holder”) to receive one share of Alset Class A Common Stock upon the consummation of the Business Combination. The amount of Alset Rights held by each Rights Holder will be rounded up to the nearest whole share of Alset Class A Common Stock and this stock shall be exchanged for Alset Common Stock as provided in the foregoing description.

All other convertible securities and other rights to purchase membership interests of HWH will be retired and terminated, if they have not been converted, exchanged or exercised for outstanding membership interests of HWH immediately prior to the effective time of the Merger.

The transactions contemplated by the Merger Agreement will be consummated only if the Business Combination Proposal, the Charter Amendments Proposal, and the Nasdaq Proposal are approved at the Special Meeting. Each of these Proposals are cross-conditioned on each other. The Advisory Charter Amendments Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Each of these proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of Alset Class A Common Stock and Alset Class B Common Stock at the close of business on , 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Alset stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at the principal executive offices of Alset for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

After careful consideration, the Board has unanimously approved and adopted the Merger Agreement and unanimously recommends that our stockholders vote “FOR” all of the proposals presented to our stockholders at the Special Meeting. When you consider the Board recommendation of these proposals, you should keep in mind that directors and officers of Alset have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of Alset’s Directors and Officers and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to Alset’s current certificate of incorporation, its public stockholders may demand that Alset redeem, upon the Closing of the Business Combination, shares of our Alset Class A Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the Alset initial public offering (the “Alset IPO”). As of May 17, 2023, based on funds in the Trust Account of $21 million on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of Alset Class A Common Stock was approximately $10.41 per share. Our public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of Alset Class A Common Stock for cash. This means that public stockholders who hold shares of our Alset Class A Common Stock on or before, 2022 (two (2) business days before the Special Meeting) will be eligible to elect to have their shares of Alset Class A Common Stock redeemed for cash in connection with the Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Special Meeting. To redeem their shares of Alset Class A Common Stock for cash, our public stockholders can demand that Alset convert their public shares into cash and tender their shares to Alset’s transfer agent. Alset stockholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of Alset’s outstanding warrants, rights and units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of Alset’s publicly traded units must separate the underlying shares of Alset Class A Common Stock, public rights and public warrants prior to exercising redemption rights with respect to the public Alset Class A Common Stock.

Our sponsor, Alset Acquisition Sponsor, LLC, a Delaware limited liability company (our “Sponsor”) (who held our Class B Common Stock issued prior to our IPO) and our officers and directors (collectively, the “Alset Initial Stockholders”), and EF Hutton, a division of Benchmark Investments, LLC, the underwriter in our IPO (“EFH”), have agreed to waive their redemption rights with respect to any shares of Alset Common Stock held by them in connection with the consummation of the Business Combination (which waiver was provided in connection with Alset’s IPO and without any separate consideration paid in connection with providing such waiver), and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor and Alset Initial Stockholders beneficially own 57.1%, Alset’s public stockholders beneficially own 42.9% and EFH beneficially owns 0%, of the issued and outstanding shares of Alset Class A Common Stock giving effect to conversion from Alset Class B Common Stock immediately prior to the effective time of the Merger. The Sponsor, the Alset Initial Stockholders and our officers and directors have agreed to vote any shares of Alset Common Stock owned by them in favor of the Business Combination.

You are urged to carefully read and consider the “Risk Factors” beginning on page 59 of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important. Whether or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at [●].

, 2023

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by Alset, constitutes a prospectus of Alset under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the Alset Common Stock to be issued to the HWH stockholders, (2) the Alset Common Stock to be issued in exchange for Alset Class A Common Stock issued pursuant to Alset Rights, and (3) the Alset Class A Common Stock to be issued in exchange for Alset Class B Common Stock. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the special meeting of Alset stockholders at which Alset stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Merger Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to Alset stockholders nor the issuance by HWH of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained or incorporated by reference in this proxy statement/prospectus regarding Alset and its business, operations, management and other matters has been provided by Alset, and information contained in this proxy statement/prospectus regarding HWH and its business, operations, management and other matters has been provided by HWH. Information provided by either Alset, on the one hand, or HWH, on the other hand, does not constitute any representation, estimate or projection of any other party.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact Alset’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

Proxy Solicitor Name:

Telephone:

Email:

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on   , 2023, you must request the information by   , 2023.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 212 of this proxy statement/prospectus.

TRADEMARKS

Alset and HWH own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable^®, ^™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that Alset and HWH obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “ACAX” and “Alset” refer to Alset Capital Acquisition Corp.

In this document:

“Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the avoidance of doubt, Merger Sub shall be deemed to be an Affiliate of Alset.

“Alset” means Alset Capital Acquisition Corp., a Delaware corporation. Upon consummation of the Business Combination, HWH will be a direct, wholly-owned subsidiaries of Alset, and Alset will change its name to “HWH International, Inc.”

“Alset Certificate of Incorporation” means Alset’s amended and restated certificate of incorporation, as may be amended from time to time.

“Alset Class A Common Stock” or “our Class A Common Stock” means the Class A common stock, par value $0.0001 per share, of Alset.

“Alset Class B Common Stock” or “our Class B Common Stock” means the Class B common stock, par value $0.0001 per share, of Alset.

“Alset Common Stock” or “our Common Stock” means common stock of Alset, par value $0.0001, including the Alset Class A Common Stock and Alset Class B Common Stock.

“Alset Preferred Stock” means the shares of preferred stock, par value $0.0001 per share, of Alset.

“Alset Private Placement Rights” means the rights sold in the Units to the Sponsor.

“Alset Initial Stockholders” means our Sponsor who purchased our founder shares (consisting of our Class B Common Stock issued prior to our IPO), and its permitted transferees, and our Sponsor who purchased our Class A Common Stock in a Private Placement in connection with our IPO.

“Alset IPO” or “IPO” means Alset’s initial public offering.

“Alset Rights” means, collectively, the rights, each of which is exchangeable into one-tenth of one share of Alset Class A Common Stock.

“Alset Warrants” means, collectively, Alset Public Warrants and Alset Private Placement Warrants.

“Alset Units” means a unit consisting of one share of Alset Class A Common Stock, one Alset Right and one-half of one Alset Warrant.

“Board,” unless otherwise defined, means the board of directors of Alset.

“Business Combination” means the transactions contemplated by the Merger Agreement whereby, among other things, HWH is merged with Merger Sub and HWH survives as a direct, wholly-owned subsidiary of Alset.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Entity” or “Combined Company” means Alset after the consummation of the Business Combination in which it becomes the parent company of its direct, wholly-owned subsidiary, HWH.

“Condition Precedent Proposals” mean the Business Combination Proposal, the Charter Amendments Proposal, and the Nasdaq Proposal.

“DGCL” means the Delaware General Corporation Law.

“HWH” means HWH International, Inc., a Nevada corporation.

“HWH International, Inc.” is the name of the Combined Entity, after the proposed filing of the Proposed Charter with the Delaware Secretary of State following the Business Combination.

“HWH Holder” or “HWH Stockholder” means Alset International Limited, a Singapore public limited company.

“HWH Common Stock” means HWH’s common stock, with a par value of $0.001 per share.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“EFH” means EF Hutton, a division of Benchmark Investments, LLC, the representative of the underwriters in the Alset IPO.

“founder shares” means 2,156,250 shares of the Company’s Class B common stock purchased by the Sponsor on November 8, 2021.

“ValueScope” means ValueScope Inc.

“ValueScope Opinion” means the formal written opinion of ValueScope, Inc. delivered to the Board on September 9, 2022, in respect of a valuation and opinion relating to the Business Combination, a copy of which is attached to his proxy statement/prospectus as Annex D.

“Merger Agreement” means the Agreement and Plan of Merger, dated as of September 9, 2022, by and among (i) Alset, (ii) HWH, and (iii) Merger Sub.

“Merger Consideration” means Twelve Million Five Hundred (12,500,000) shares, with an assumed price of $10.00 per share.

“Merger Sub” means HWH Merger Sub, Inc., a Nevada Corporation and a wholly owned subsidiary of Alset.

“Nasdaq” means the Nasdaq Global Select Market or the Nasdaq Global Market.

“placement shares” means 473,750 shares of Alset Class A Common Stock underlying the placement units.

“placement units” means 473,750 Alset Units sold in the private placement to the Sponsor simultaneously with the consummation of the IPO.

“placement warrants” means the warrants exercisable to purchase shares of Alset Class A Common Stock at a price of $11.50 per share.

“Private Placement” means the private placement consummated simultaneously with the Alset IPO in which Alset issued the placement units to the Sponsor.

“Proposals” means the Business Combination Proposal, the Charter Amendments Proposal, the Advisory Charter Amendments Proposals, the Nasdaq Proposal, and the Adjournment Proposal.

“Proposed Charter” means the Amended and Restated Certificate of Incorporation of Alset, a copy of which is attached to this proxy statement/prospectus as Annex B,

“public rights” means the Alset Rights underlying the Alset Units issued in the Alset IPO held by public stockholders.

“public shares” means Alset Class A Common Stock underlying the Alset Units sold in the Alset IPO.

“public stockholders” means holders of public shares.

“publicly traded units” means Alset Units issued in the Alset IPO.

“public warrants” means Alset Warrants underlying the Alset Units issued in the Alset IPO held by public stockholders.

“rights agent” means Vstock Transfer LLC, the rights agent designed under the Rights Agreement.

“Rights Agreement” means the Rights Agreement between Alset and the rights agent, dated January 31, 2022.

“Rights Holder” means a holder of Alset Rights.

“redemption” means the right of the holders of Alset Class A Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Special Meeting” means the special meeting of the stockholders of Alset, to be virtually held at 10:00 a.m. Eastern Time, on , 2022.

“Sponsor” means Alset Acquisition Sponsor, LLC, a Delaware limited liability company.

“Surviving Corporation” means HWH shall be the surviving corporation in the Merger and become a wholly owned Subsidiary of Alset, and the separate corporate existence of HWH with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger as provided in the Nevada Revised Statutes (“NRS”), and (c) the Merger shall have such other effects as provided in the NRS and the Merger Agreement.

“Trust Account” or “Alset trust account” means the trust account of Alset, which holds the net proceeds of the Alset IPO and the sale of the placement units, together with interest earned thereon, less amounts released to remit tax payable obligations and up to $100,000 of any remaining interest for dissolution expenses.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. This includes, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

RISK FACTOR SUMMARY

HWH’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of Alset after the Business Combination are subject to risks and uncertainties, many of which are beyond Alset’s or HWH’s control and will be beyond the control of the Combined Company. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the Combined Company, including, but not limited to, the following and those discussed under “Risk Factors.” References below to HWH shall be deemed to also refer to Alset and the post-Business Combination company, as the context requires or as appropriate.

Risks Relating to HWH

Risks Relating to Alset, HWH and the Business Combination

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF ALSET

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting of Alset stockholders. The following questions and answers do not include all the information that is important to stockholders of Alset. We urge the stockholders of Alset to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at Alset’s Special Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

In connection with the Business Combination, the Alset Warrants will entitle the holder thereof to purchase one share of Alset Common Stock at the same exercise price as had been for exercise into one share of Alset Class A Common Stock. Each of the outstanding publicly traded units of Alset also will be separated into their component securities, consisting of one share of Alset Class A Common Stock, one-half (1/2) of one Alset Warrant, which shall be exchanged in accordance with the foregoing description, and one Alset Right. The amount of Alset Rights held by each Rights Holder will be rounded up to the nearest whole share of Alset Class A Common Stock and likewise exchanged for Alset Common Stock.

All convertible securities and other rights to purchase membership interests of HWH will be retired and terminated, if they have not been converted, exchanged or exercised for outstanding membership interests of HWH immediately prior to the effective time of the Merger.

In contrast, approval of the remaining Proposals, including the Business Combination Proposal, in each case require the affirmative vote of the holders of a majority of the shares of Alset Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, Alset stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Alset Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on these remaining Proposals.

If the Business Combination Proposal is not approved, the other Condition Precedent Proposals will not be submitted to a vote. The approval of the Condition Precedent Proposals are preconditions to the consummation of the Business Combination.

Our Sponsor, Alset Initial Stockholders, and our directors and officers have agreed to vote all of their founder shares and all of their shares of Alset Common Stock (including, but not limited to, shares of Alset Class A Common Stock underlying the placement units, and Alset Class B Common Stock) in favor of the Business Combination Proposal. There are only 1,976,036 shares of Class A Common stock currently held by the public, and we would need 2,303,019 shares to approve the transaction. As a result of the shares held by the Sponsor, we already have sufficient votes to approve the business combination.

Specifically, the letter agreement among Alset and our offices and directors and the Sponsor, provides therein that: the Sponsor and each Insider (as defined in such letter agreement) agrees that if the Company (i.e. Alset) seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock (as defined in such letter agreement) owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell or tender any shares of Capital Stock owned by it, him or her to the Company in connection with such tender offer.

It is anticipated that, immediately following completion of the Business Combination and if there are no additional redemptions by Alset’s public stockholders, Alset’s existing shares held by stockholders, including Sponsor, will be equal to approximately 20.4% of the outstanding capital stock of Alset (of which approximately 11.7% will be beneficially owned by the Sponsor, of which 5.6% will be held indirectly by Mr. Chan), newly issued shares (excluding shares issued to HWH Holders) will be equal to approximately 24.2% of the outstanding capital stock of Alset and shares issued to the existing HWH Holders will be equal to approximately 55.4% of the outstanding capital stock of Alset. All shares held by HWH and the Sponsor will be ultimately controlled by Mr. Chan, who is the majority owner of HWH and the Sponsor. If there are redemptions by Alset’s public stockholders up to the maximum level that would permit completion of the Business Combination, immediately following completion of the Business Combination, Alset’s existing shares held by stockholders, other than the Sponsor, will equal to approximately 0% of the outstanding capital stock of Alset, newly issued shares (excluding shares issued to HWH Holders and Sponsor) will be equal to approximately 25.1%, shares held by the Sponsor will be equal to approximately 14.2% (of which approximately 7.5% will be indirectly owned by Mr. Chan), and shares issued to the existing HWH Holders will be equal to approximately 60.7% (of which approximately 27.3% will be beneficially owned by Mr. Chan) of the outstanding capital stock of Alset. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Alset will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on Alset’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The ownership percentage set forth above and in the table below with respect to Alset includes the shares issuable to the HWH Holders, and assumes Rights Holders exercise all of their Alset Rights, and the exercise of all outstanding warrants to purchase up to a total of 4,549,375 shares of Alset Common Stock but does not take into account (i) any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Alset, (ii) any adjustments to the Merger Consideration payable to HWH as a result of HWH’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (iii) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of Alset Common Stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table presents share information based on the various redemption scenarios, including no redemptions, 33.3%, 50%, 66.6% and maximum redemption scenarios.

All of the relative percentages above are for illustrative purposes only. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.” Should one or more of the assumptions prove incorrect, actual beneficial ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. Pursuant to Alset’s underwriting agreement with EFH, EFH is entitled to $3,018,750 in deferred underwriting commissions.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of our public shares.

The following table shows the dilutive effect and the effect on the per share value of Alset Common Stock held by non-redeeming holders of Alset Common Stock under a range of redemption scenarios and Alset Warrant exercise scenarios:

In addition, the following table illustrates varying ownership levels in Alset Common Stock immediately following the consummation of the Business Combination based on the varying levels of redemptions by the public shareholders, on a fully diluted basis, showing full exercise and conversion of all securities expected to be outstanding as of the Closing of the Business Combination, including (i) public warrants and the placement warrants, and (ii) any outstanding securities of Alset and HWH:

The ownership percentages above also do not reflect dilution from (i) any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Alset, because no such loans are currently outstanding, (ii) any adjustments to the Merger Consideration payable to the HWH Holders as a result of HWH’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (iii) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of Alset Common Stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information. For further details, see “Business Combination Proposal—Merger Consideration.” 

The level of redemptions will also impact the effective deferred underwriting fee per share of our public shares incurred in connection with the IPO and payable upon the completion of the Business Combination. Alset incurred $3,018,750 in deferred underwriting fees. Assuming no exercise of Alset Warrants but exercise of the Rights, in a no redemption scenario, the effective deferred underwriting fee would be approximately $1.06 per public share on a pro forma basis (or 10.6% of the value of shares assuming a trading price of $10.00 per public share). In a medium redemption scenario in which 50% of the shares assumed to be redeemed under the maximum redemption scenario are redeemed in connection with the Business Combination, the effective deferred underwriting fee would be approximately $.1.63 per public share on a pro forma basis (or 3.7% of the value of shares assuming a trading price of $10.00 per share). In the maximum redemption scenario, the effective deferred underwriting fee would be approximately $3.5 per public share on a pro forma basis (or 35.0% of the value of shares assuming a trading price of $10.00 per share).

Holders of Alset Warrants and Rights do not have redemption rights with respect to their warrants or rights. At the Closing of the Business Combination, the HWH Warrants will be exchanged for Alset Warrants, and your Rights will be eligible to be exchanged for one-tenth (1/10) of one share of Alset Class A Common Stock, as described elsewhere in this proxy statement/prospectus.

Holders of our public shares who also hold Alset Warrants or Rights may elect to redeem their public shares, and still retain their Alset Warrants and Rights. The value of our Alset Warrants based on a recent trading price as of February 28, 2023 was $0.3 million, and the value of our Rights based on their recent trading prices as of February 28, 2023 was $2.07 million. Public stockholders who redeem their shares of Alset Class A Common Stock may continue to hold any Alset Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such Alset Warrants. Assuming the maximum redemption of the shares of Alset Class A Common Stock held by the redeeming holders of Alset public shares, up to 4,312,500 publicly traded Alset Warrants would be retained by redeeming holders of Alset public shares (assuming all such holders elected not to exercise their warrants) with an aggregate market value of $0.3 million based on the market price of $0.08 per Alset Warrant as of February 28, 2023, and the value of our Rights is expected to be $2.07 million.

As indicated by the foregoing reduction in expected prices upon maximum redemptions, there are material risks relating to electing to redeem your public shares (and redemptions generally), relating to the value of your Alset Warrants and Rights. For more information see “Risk Factors — Our holders of Alset Warrants and Rights may elect to redeem their public shares while retaining their Alset Warrants and Rights, although if redemptions exceed the threshold allowable for us to consummate the Business Combination, the Alset Warrants and Rights will expire worthless.”

For information about the per share value of Alset Class A Common Stock given different levels of redemptions, see “Questions and Answers — What equity stake will current stockholders of Alset and the HWH Holders hold in Alset after the Closing?”

Our Rights are eligible to be converted following the Effective Time of the Business Combination into Alset Class A Common Stock, as described elsewhere in this proxy statement/prospectus. Accordingly, your Rights will cease to be traded upon consummation of the Business Combination, and will only have value based on the value of Alset Common Stock which the holder is eligible to receive upon closing of the Business Combination. Because redemptions will deplete our Trust Account, and the assets of Alset would be calculated, in part, based on the cash in the Trust Account at the Closing, an increase in redemptions of our public shares would reduce the assets available from the Trust Account to Alset at Closing which may negatively impact the value of Alset Common Stock that you would receive in exchange for your Rights.

If in excess of the maximum redemptions occur, and as a result we are unable to consummate the Business Combination, because your Alset Warrants are only exercisable following a business combination, if Alset does not consummate the Business Combination and fails to complete an initial business combination by 12 months from the closing of our IPO (February 3, 2023) (or up to 21 months from the closing of the IPO (November 3, 2023) or as extended by our stockholders in accordance with our amended and restated certificate of incorporation), your Alset Warrants will not be exercisable and expire worthless. In this circumstance, likewise your Rights (which are only exercisable following a business combination) will not be exercisable, and expire worthless.

Vstock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

E-mail: info@vstocktransfer.com

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Alset’s understanding that stockholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, Alset does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Alset warrant holders should not submit certificates, if any, relating to their warrants. Holders of warrants to purchase Alset Common Stock will receive warrants to purchase Alset Common Stock, without needing to take any action and, accordingly, such holders should not submit the certificates, if any, relating to their warrants.

The public warrants are not exercisable (and not redeemable by Alset/HWH) until thirty (30) days after the date of the Closing of the Business Combination, according to the terms of their warrant agreement. Accordingly, if the Business Combination or another business combination is not completed within 15 months of our IPO (May 3, 2023) upon completion of this Form S-4, (or up to up to 21 months (November 3, 2023) if we extend the period of time to consummate a Business Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions, including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law), the public warrants (and the placement warrants) will expire worthless.

Public warrants and placement warrants terminate on the earlier of five (5) years after the date of the Business Combination, the liquidation of Alset/HWH, or the date of redemption of the warrants (except for the placement warrants which are not redeemable if held by the Sponsor or its permitted transferees). If not exercised or exercisable before this termination date, the applicable warrants will become void and all rights thereon cease as of 5:00 p.m. on such date, unless Alset/HWH extends the termination date in its sole discretion.

The public warrants and placement warrants are exercisable, only thirty (30) days after the Closing of the Business Combination, and only if a registration statement under the Securities Act with respect to the Alset Common Stock issuable upon exercise of the warrant is then effective and a prospectus relating thereto is current, or, if the Company elects for cashless exercise, then the Alset Common Stock issuable upon exercise of the warrant has been registered under the Securities Act or otherwise qualified or deemed exempt from registration or qualification (collectively, the “warrant exercise conditions”). If Alset elects for cashless exercise of a public warrant, Alset is required to use best efforts to register or qualify for sale the Alset Common Stock issuable upon exercise of the public warrants under applicable blue sky laws of the state of residence of the holder of the public warrant to the extent an exemption from registration under the Securities Act is not available. If the holder of a public warrant will not be able to exercise that public warrant, such warrant will have no value and expire worthless, in which case the purchaser of a Alset Unit containing such public warrant will have paid the full purchase price for that Alset Unit solely for the share of Alset Common Stock underlying such Unit and its Rights.

In no event will Alset be required to net cash settle any exercise of Alset Warrants, and each warrant may be exercised solely for a whole share of Alset Common Stock. Alset may require the holder of public warrants to exercise such warrants on a cashless basis and if such exercise would entitle the holder to receive a fractional interest in Alset Common Stock, Alset will round down to the nearest whole number the number of shares of Alset Common Stock to be issued to that holder. In contrast to public warrants, regarding which Alset has the option to cause these warrants to be exercised on a cashless basis, the Sponsor or its permitted transferees may elect to exercise placement warrants held by them, on a cashless basis. This means holders of public warrants have the risk that, if the public warrants are otherwise exercisable, but Alset does not have a registration statement effective covering the shares of Alset Common Stock issuable upon exercise of those warrants, the holders of public warrants may not be able to exercise their warrants until Alset elects to allow cashless exercise of those warrants or has such a registration statement declared effective.

Public warrants are not subject to redemption by Alset, effectively, because public warrants cannot be redeemed until they are exercisable, with the conditions to exercise discussed above, which includes waiting until thirty (30) days following the Business Combination, among other requirements discussed above as warrant exercise conditions. Upon the public warrants being exercisable, Alset may redeem them prior to their exercise at a time that is disadvantageous to the holder, thereby significantly impairing the value of such warrants. Alset will have the ability to redeem outstanding Alset Warrants upon not less than 30 days’ prior written notice of redemption to each warrant holder at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the Alset Common Stock for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders (which we refer to as the “Reference Value”) equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Redemption of the outstanding Alset Warrants could force the holders of Alset Warrants (i) to exercise their Alset Warrants and pay the exercise price therefore at a time when it may be disadvantageous for such holders to do so, (ii) to sell their Alset Warrants at the then-current market price when they might otherwise wish to hold their Alset Warrants, or (iii) to accept the nominal redemption price which, at the time the outstanding Alset Warrants are called for redemption, is likely to be substantially less than the market value of the Alset Warrants.

The value received upon exercise of the Alset Warrants (1) may be less than the value the holders would have received if they had exercised their Alset Warrants at a later time when the underlying share price is higher, particularly in the event the Alset Warrants are eligible to be redeemed and called for redemption, and (2) may not compensate the holders for the value of the Alset Warrants.

In comparison to the public warrants/Alset Warrants, the placement warrants/Alset placement warrants will not be redeemable by Alset so long as they are held by our Sponsor or its permitted transferees.

In each case, Alset may only call the Alset Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their Alset Warrants prior to the time of redemption and, at Alset’s election, any such exercise may be required to be on a cashless basis.

Recent trading prices for the Alset Class A Common Stock have not exceeded the $18.00 per share threshold at which the Alset Warrants would become redeemable, even if the if the other conditions to redemption of these warrants were fulfilled, including that the Business Combination was already consummated and Alset had a registration statement effective, which would have allowed the warrants to be redeemable. For more information, see “Description of Securities of Alset – Warrants.”

Alset will not issue fractional shares of our Class A Common Stock in exchange for rights, but will instruct the rights agent to round up for each Rights Holder the amount of our Class A Common Stock to be received by that Rights Holder to the nearest whole share.

Upon effectiveness of the Business Combination, all of the outstanding Alset Class B Common Stock will be converted into Alset Class A Common Stock on a one-for-one basis, subject to adjustment as provided the Alset Certificate of Incorporation. Hence, upon consummation of the Business Combination, Alset Common Stock will consist of our Class A Common Stock which will be exchanged for HWH Common Stock.

The Sponsor has made certain commitments regarding funding of the Company. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters in the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering. As of February 28, 2022, there was no amount outstanding under the Promissory Note.

In order to meet Alset’s working capital needs, the Sponsor or its affiliates, or our officers and directors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, and which we refer to as working capital loans. Each such loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at a holder’s discretion, up to $1,500,000 of the notes may be converted into units at a price of $10.00 per unit. If Alset does not complete a business combination, Alset may use a portion of proceeds held outside the Trust Account to repay these loans, but no proceeds held in the Trust Account would be used to repay these loans.

There were no amounts outstanding relating to working capital loans as of December 31, 2021. See “Certain Relationships and Related Party Transactions.”

Following the Business Combination, assuming no redemptions are made prior to the Closing, the Combined Entity believes it will have enough cash on its balance sheet to finance operations. In the event of maximum redemptions, we may be in need of raising additional financing. We expect that from time to time we may need to raise additional financing to maintain our operations, and from time to time we may wish to raise additional financing in order to take advantage of business opportunities. To the extent we need or wish to raise such additional financing, our access to commercial bank financing or the debt and equity capital markets may be limited by various factors, including the condition of overall credit and capital markets, general economic factors, the state of the industry, our financial performance, credit ratings, and other factors. Commercial credit and debt and equity capital may not be available to us on favorable terms, or at all. While HWH is in continuing discussions with several potential lenders, no commitments for financing have been obtained to date, and there can be no assurances that any such financing will be consummated on terms acceptable to HWH, if at all.

If you hold membership interests of HWH, you may execute and return your written consent to HWH in accordance with the instructions provided.

A “broker non-vote” occurs when shares held by a broker for the account of a beneficial owner are not voted for or against a particular proposal because the broker has not received voting instructions from that beneficial owner and the broker does not have discretionary authority to vote those shares in the absence of such instructions. If you do not provide instructions to your broker, your broker will not have discretionary authority to vote on any of the Proposals at the Special Meeting, because Alset does not expect any of the Proposals to be considered a routine matter. Broker non-votes will not be counted as present for the purposes of establishing a quorum.

Broker non-votes will have the same effect as a vote “AGAINST” the Charter Amendments Proposal. At a meeting with a quorum, broker non-votes will have no effect on the vote on the remaining Proposals.

Heng Fai Ambrose Chan

Chairman and Chief Executive Officer

Alset Capital Acquisition Corp.

4800 Montgomery LN STE 210

Bethesda, MD 20814

(301)-971-3955

You may also contact our proxy solicitor at:

Proxy Solicitor:

Telephone:

E-mail:

To obtain timely delivery, Alset stockholders must request the materials no later than             , 2022.

You may also obtain additional information about Alset from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Alset’s transfer agent prior to the Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Vstock Transfer LLC

18 Lafayette Place

Woodmere, NY 11598

E-mail: info@vstocktransfer.com

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled, “Questions and Answers About the Proposals” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

Alset

Alset is a special purpose acquisition company incorporated on October 20, 2021, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses.

Alset’s units, common stock, warrants, and rights are currently quoted on the Nasdaq Capital Market under the symbols “ACAXU,” “ACAX”, “ACAXW” and “ACAXR,” respectively.

Alset’s executive office is located at 4800 Montgomery LN, STE 210 Bethesda, MD 20814, and its telephone number is (301)-971-3955. Alset’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

Sponsor

Alset Acquisition Sponsor, LLC, a Delaware limited liability company, is the sponsor of Alset and currently, together with our officer and directors, beneficially owns 57.1% of the issued and outstanding shares of Alset Common Stock. Alset Acquisition Sponsor’s principal executive office is located at 4800 Montgomery LN, STE 210 Bethesda, MD, 20814, and its telephone number is (301)-971-3955.

HWH

HWH International Inc., a Nevada corporation, was incorporated on March 29, 2022 to create a purpose-driven business model enabling home-based people in the new GIG economy to create lasting wealth. In doing so, the Company has developed new pathways to help people in their pursuit of health, wealth and happiness.

Using the access provided by the many affiliate companies under common control of our Chairman, Heng Fai Ambrose Chan, including RBC Life World, Inc., HWH World, Inc. (Texas), HWH Holdings, Inc., and Sharing Services Global Corp., we operate an a mostly membership driven business model based on the concept that offering our members prices in a selection of products and services in multiple segments or categories.

The segments are:

HWH Marketplace, which will be the discounted sale of certain products, manufactured by our affiliate company Sharing Services Global Corporation, to members.

Hapi Café, which are, and will be, in-person, location-based social experiences at a Hapi Café where members can build a sense of community with like-minded customers with a potential interest in the same products and expose them to and educate them about the products and services of our affiliates, we can significantly increase our membership base as well as increase the amounts spent by our members on the products and services of our affiliates.

Hapi Travel Destinations is in the planning stages, with our Singapore subsidiary, Hapi Travel Pte. Ltd., working with our affiliates to determine the market-by-market services. Through Hapi Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts for members.

Hapi Wealth Builder is also in the planning stages, with our Singapore subsidiary Hapi Wealth Builder Pte. Ltd., exploring the options of providing services to our members through educational materials and seminars aimed at various types of investing opportunities.

Alset Inc.

HWH is under the control of Alset Inc., which is effectively controlled by Heng Fai Ambrose Chan, a controlling shareholder of Alset Inc. Heng Fai Ambrose Chan is also an executive officer and director of Alset and the executive chairman and director of HWH. Heng Fai Ambrose Chan is deemed to beneficially own 45.0% of HWH Common Stock held through his ownership of Alset Inc., of which Mr. Chan is a beneficiary. Before the completion of the Business Combination, Alset Inc. beneficially owns 57.1% of Alset and has significant influence on Alset. In addition, Mr. Chan along with William Wu, Chan Tung Moe, Wong Tat Keung, Wong Shui Yeung, and Lui Wai Leung Alan serve as officers and/or directors of Alset Inc.

Merger Sub

HWH Merger Sub Inc. is a wholly-owned subsidiary of Alset formed for the sole purpose of the merger, in which HWH will be the surviving entity. Merger Sub was formed under the laws of the State of Nevada on September 9, 2022. Merger Sub owns no material assets and does not operate any business. At the consummation of the Business Combination, Merger Sub will cease to exist after being merged into HWH.

The mailing address and telephone of the principal executive offices of Merger Sub and HWH are the same as for Alset.

Alset’s and HWH’s Organizational Structure Pre-Business Combination

Alset’s and HWH’s Organizational Structure Post-Business Combination, Assuming No Redemption

Mr. Chan’s Direct and Indirect Ownership in Alset and HWH Pre and Post-Business Combination, Assuming No Redemption

The Business Combination and the Merger Agreement

On September 9, 2022, Alset entered into the Merger Agreement with HWH and Merger Sub. The Merger Agreement provides for the combination of HWH and Alset under Alset as a wholly owned subsidiary of Alset, and pursuant to which each of HWH and Merger Sub will merge with and into each other, with HWH surviving the Merger as direct, wholly-owned subsidiary of Alset. At the Closing, Alset will change its name to “HWH International Inc.” For more information about the transactions contemplated by the Merger Agreement, please see the section entitled “The Business Combination Proposal—Merger Agreement.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.

Merger Consideration

Subject to the terms and conditions set forth in the Merger Agreement at the effective time of the Merger, which we refer to as the Effective Time:

Upon the consummation of the Business Combination, the outstanding publicly traded units of Alset will be separated into their component securities, consisting of one share of Alset Class A Common Stock, one-half (1/2) of one Alset Warrant, each of which shall be exchanged in accordance with the foregoing description, and one right to receive Alset Rights equal to one tenth (1/10) of one share of Alset Class A Common Stock upon the consummation of the Business Combination. The amount of Alset Rights held by each Rights Holder will be rounded up to the nearest whole share of Alset Class A Common Stock and this stock shall be exchanged for Alset Common Stock at the Effective Time.

As Alset does not have any outstanding shares of preferred stock, and is anticipated to have no outstanding shares of preferred stock at the Effective Time, no exchange of preferred stock is expected to occur at the Effective Time.

All other convertible securities and other rights to purchase membership interests of HWH will be retired and terminated, if they have not been converted, exchanged or exercised for HWH’s membership interests immediately prior to the Effective Time.

The amount of shares of Alset Common Stock that the HWH Holders and our security holders described above in the Business Combination will receive, depends on the redemption price of Alset Common Stock in the redemption described in this proxy statement/prospectus, which per share price determines the value of one share of Alset Common Stock under the terms of the Merger Agreement, for purposes of determining the consideration to be received by HWH Holders and our security holders in the Business Combination. Based on that per share price, and subject to the aggregate fully diluted number of HWH Common Stock at the Closing, the HWH Holders will receive such number of shares of Alset Common Stock, with an aggregate value equal to $125,000,000 minus adjustments for net working capital, net indebtedness and transaction expenses as provided in the Merger Agreement, which we refer to as the Merger Consideration.

The Merger Consideration will be paid in the form of shares of Alset Common Stock as described above.

Mr. Chan and his affiliates will have a controlling interest in Alset and will control matters submitted to shareholders such as the election of directors and approval of significant corporate transactions. As a result, we will take advantage of the controlled company exemption.

Conditions to Consummation of the Merger

The consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions; (ii) the Registration Statement shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”); (iii) approval by Alset’s stockholders of the Merger and related transactions; (iv) approval by HWH’s shareholders of the Merger and related transactions; (v) the aggregate cash available to Alset at the Closing (after giving effect to any redemptions by Alset’s stockholders and the payment of all authorized transaction expenses) being at least $30,000,000; (vi) all Ancillary Agreements shall have been executed by all parties thereto; and (vii) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and with any other governmental authority shall have been completed and cleared.

Solely with respect to Alset, HWH, and Merger Sub (the “Alset Parties”), the consummation of the Merger is conditioned upon, among other things: (i) HWH having duly performed or complied with all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of HWH being true and correct in all material respects; (iii) no event having occurred that would result in a Company Material Adverse Effect (as defined in the Merger Agreement); (iv) HWH providing Alset a certificate from an authorized officer of HWH as to the accuracy of the foregoing conditions; (v) after giving effect to the Merger, Alset shall have at least $5,000,001 in net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); and (vi) Alset shall have received executed employment agreements from certain HWH executives, in a form reasonably acceptable to Alset.

The transactions contemplated by the Merger Agreement further will be consummated only if the Condition Precedent Proposals described in this proxy statement/prospectus (consisting of the Business Combination Proposal, the Charter Amendments Proposals, and the Nasdaq Proposal) are approved at the Special Meeting. The Advisory Charter Amendments Proposals and the Adjournment Proposal in each case is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Termination

The Merger Agreement may be terminated as follows:

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Merger Agreement, and which we refer to as Related Agreements, but does not purport to describe all of their terms. The following summary is qualified in its entirety by reference to the complete text of each of these Related Agreements, which are included as exhibits to this proxy/statement prospectus. You are urged to read such Related Agreements in their entirety.

Letter Agreement

Simultaneously with the consummation of the IPO, Sponsor and Chief Executive Officer of Alset, Heng Fai Ambrose Chan, a member of Alset’s board of directors and management team executed a letter agreement that if the Company seeks shareholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote all Founder Shares and any shares of Common Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such shareholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.

Lock-up Agreements

At the Closing, each of the HWH Holders holding more than 5% of the HWH Common Stock and certain members of HWH’s management team will enter into a Lock-Up Agreement with Alset in substantially the form attached to the Merger Agreement (each, a “Lock-Up Agreement”). Under the Lock-Up Agreement, each such holder will agree not to, during the period commencing from the Closing and (A) with respect to the shares of Alset Common Stock to be received as part of the Merger Consideration by the HWH Holder (together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”), ending on the earlier of six months after the date of the Closing, (y) the date on which the closing sale price of shares of Alset Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing and (z) the date after the Closing on which Alset consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of Alset’s stockholders having the right to exchange their equity holdings in Alset for cash, securities or other property.

Registration Rights

Pursuant to a registration rights agreement entered into on January 31, 2022, the holders of the founder shares, placement units (and their underlying securities), and any units that may be issued upon conversion of the working capital loans (and their underlying securities) are entitled to registration rights. The holders of a majority of these securities are entitled after the Business Combination to submit a written demand that Alset register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require Alset to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that Alset will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities. Alset will bear the expenses incurred in connection with the filing of any such registration statements.

Sponsor Support Agreement

Simultaneously with the execution of the Merger Agreement, Alset, HWH and a shareholder of Alset (the “Alset Shareholder”) entered into a Sponsor Support Agreement in substantially the form attached to the Merger Agreement (the “Sponsor Support Agreement”) pursuant to which, among other things, vote all shares of Alset Common Stock beneficially owned by them, including any additional shares of Alset they acquire ownership of or the power to vote, in favor of the Merger and related transactions.

Shareholder Support Agreement

Simultaneously with the execution of the Merger Agreement, Alset, HWH and a shareholder of HWH (the “HWH Shareholder”) entered into a certain Shareholder Support Agreement dated September 9, 2022 (the “Shareholder Support Agreement”), pursuant to which the HWH Shareholder agreed to vote all HWH Common Stock beneficially owned by them, including any additional shares of HWH they acquire ownership of or the power to vote, in favor of the Merger and related transactions.

Letter of Transmittal

At the Closing, each HWH Holder will provide Alset with a completed and duly executed letter of transmittal, in substantially the form attached to the Merger Agreement, with respect to their Alset Units. In the letter of transmittal, each HWH Holder makes customary representations and warranties, acknowledges its obligations with respect to the indemnification obligations under the Merger Agreement and provides a general release to Alset and its affiliates and certain related persons with respect to claims relating to the HWH Holder’s capacity as a holder of Alset Units, and agrees to be bound by confidentiality obligations to HWH for two years after the Closing.

Total Shares to be Issued in the Business Combination

Alset’s public stockholders currently own approximately 42.9% of Alset’s issued and outstanding capital stock, and the Sponsor together with our directors and officers currently own approximately 57.1% of Alset’s issued and outstanding capital stock. It is anticipated that, immediately after the Business Combination and if there are no redemptions, Alset’s existing public stockholders will beneficially own approximately 8.8% of Alset’s issued and outstanding capital stock, new investors will own approximately 22.9% of Alset’s issued and outstanding capital stock, the Sponsor and our directors and officers will beneficially own approximately 12.9% of Alset’s issued and outstanding capital stock, and the HWH Holders will beneficially own approximately 55.4% of Alset’s issued and outstanding capital stock. All shares held by HWH and the Sponsor will be ultimately controlled by Mr. Chan, who is the majority owner of HWH and the Sponsor.

For a Description of Alset’s securities, see the section entitled “Description of Securities of Alset” which provides a description of Alset Common Stock and Alset warrants.

If any of Alset’s public stockholders exercise their redemption rights, the ownership interest in Alset of Alset’s public stockholders will decrease and the ownership interest in Alset of the HWH Holders and the Sponsor will increase. If there are redemptions by Alset’s public stockholders up to the maximum level that would permit completion of the Business Combination, Alset’s public stockholders will beneficially own 25.1% of Alset’ issued and outstanding capital stock, the Sponsor and our directors and officers will beneficially own approximately 14.2% of Alset issued and outstanding capital stock (of which approximately 7.5% will be beneficially owned by Mr. Chan) and the HWH Holders will beneficially own approximately 60.7.0% of Alset issued and outstanding capital stock (of which approximately 27.3% will be beneficially owned by Mr. Chan). If the actual facts are different than these assumptions (based on redemptions by Alset’s public stockholders, changes in the terms of the Business Combination, adjustments to the Merger Consideration pursuant to the Merger Agreement or otherwise), the percentage ownership interests in Alset post-Business Combination may be different.

The ownership percentages referenced above and set forth below with respect to Alset include the shares issuable to the HWH Holders, and assumes Rights Holders exercise all of their Alset Rights and the exercise of warrants to purchase up to a total of 4,549,375 shares of Alset Common Stock but does not take into account (i) any additional private placement units that are issued or issuable to our Sponsor pursuant to the conversion of the Sponsor’s up to $1.5 million working capital loans that were made to Alset, (ii) any adjustments to the Merger Consideration payable to the HWH Holders as a result of HWH’s working capital, transaction expenses and/or debt as of the completion of the Business Combination varying from certain specified targets set forth in the Merger Agreement, and (iii) any indemnification payments that are made after the consummation of the Business Combination by delivery of shares of Alset Common Stock. These percentages are calculated based on a number of assumptions (as described in this proxy statement/prospectus) and are subject to adjustment in accordance with the terms of the Merger Agreement. For a discussion of these assumptions, see “Summary of the Proxy Statement/Prospectus — The Business Combination Proposal (Proposal 1) — Merger Consideration.”

If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership in Alset will be different. See “Summary of the Proxy Statement/Prospectus – Impact of the Business Combination on Alset’s Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The following table illustrates varying ownership levels of the issued and outstanding capital stock of Alset, assuming varying levels of redemptions by Alset’s public stockholders:

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming no redemptions:

The following table summarizes the sources and uses for funding the Business Combination assuming Alset stockholders exercise their redemption rights assuming 50% redemption:

The following table summarizes the sources and uses for funding the Business Combination assuming Alset stockholders exercise their redemption rights assuming maximum redemption: