Sec Form 4 Filing - Alset Inc. @ HWH International Inc. - 2024-11-20

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Alset Inc. 2. Issuer Name and Ticker or Trading Symbol HWH International Inc. [ HWH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 4800 MONTGOMERY LANE,, SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2024 (Street) BETHESDA, MD20814 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/20/2024 J 6,500,000 D $ 0.63 ( 1 ) 9,958,347 ( 2 ) ( 3 ) I See Footnote ( 2 ) ( 3 ) Common Stock 11/20/2024 J 6,500,000 A $ 0.63 ( 1 ) 6,976,190 ( 4 ) ( 5 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Alset Inc. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA, MD20814 X Alset International Ltd 9 TEMASEK BOULEVARD #16-4 SUNTEC TOWER TWO SINGAPORE, U0038989 X Signatures Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer 11/22/2024 Signature of Reporting Person Date Alset International Limited. /s/ Chan Heng Fai Ambrose, Chief Executive Officer 11/22/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 26, 2024, Alset Inc. entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Alset International Limited. Pursuant to the Stock Purchase Agreement, Alset Inc. has purchased 6,500,000 shares (the "Shares") of HWH International Inc. (the "Issuer") from Alset International Limited. As consideration for the Shares, Alset Inc. issued a secured promissory note to Alset International Limited in the original principal amount of $4,095,000.00. The closing of the purchase of the Shares was contingent upon the satisfaction of certain closing conditions. The purchase closed on November 20, 2024. ( 2 )Alset Inc. owns 85.7% of Alset International Limited. Alset Inc. may be deemed to possess beneficial ownership of the shares of the Issuer owned by Alset International Limited. ( 3 )Following this transaction, Alset International Limited owns 9,958,347 shares of the Issuer's common stock. These shares are shown here as indirectly owned by Alset Inc. ( 4 )Following this transaction, 6,500,000 shares of Issuer's common stock that were previously included in the number of shares Alset Inc. owned indirectly are now included in the number of shares of Issuer's common stock that Alset Inc. owns directly. This transaction does not impact the total number of securities beneficially owned by Alset Inc. Alset Inc. now beneficially owns 19,264,692 shares of the Issuer's common stock, including 6,976,190 shares owned directly, 9,958,347 shares owned indirectly through Alset International Limited, and 2,330,155 shares owned indirectly through another majority owned subsidiary of Alset Inc., Alset Acquisition Sponsor, LLC. ( 5 )The Chairman, Chief Executive Officer and majority stockholder of Alset Inc., Chan Heng Fai, may also be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. Mr. Chan also owns 13,000 shares of the Issuer's common stock personally. This transaction has not impacted the number of shares of the Issuer's common stock owned by Mr. Chan.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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