Alset Inc. — Director's Dealing 2024

Sep 27, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HWH International Inc. (HWH)
CIK: 0001897245
Period of Report: 2024-09-24

Reporting Person: Chan Heng Fai Ambrose (Director, Chief Executive Officer, 10% Owner)
Reporting Person: Alset Inc. (10% Owner)
Reporting Person: Alset International Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-24	Common Stock	P	5558347	$0.63	Acquired	16458347	Indirect
2024-09-24	Common Stock	P	476190	$0.63	Acquired	19264692	Indirect

Footnotes

F1: On September 24, 2024, Alset International Limited entered into a debt conversion agreement (the "AIL Debt Conversion Agreement") with the Issuer. Under the terms of the AIL Debt Conversion Agreement, Alset International Limited converted $3,501,759.00 of debt owed to it by the issuer into 5,558,347 newly issued shares of the Issuer's common stock.

F2: On September 24, 2024, Alset Inc. entered into a debt conversion agreement (the "AEI Debt Conversion Agreement") with the Issuer. Under the terms of the AEI Debt Conversion Agreement, Alset Inc. converted $300,000 of debt owed to it by the issuer into 476,190 newly issued shares of the Issuer's common stock.

F3: Alset Inc. may be deemed to possess beneficial ownership of the 16,458,347 shares of the Issuer owned by Alset International Limited as the majority owner of Alset International Limited, in addition to certain other shares held by Alset Inc. and its subsidiaries. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. The amount of securities beneficially owned by Mr. Chan reported here excludes 13,000 shares of the Issuer's common stock owned by Mr. Chan personally.

F4: Reflects the number of securities beneficially owned by Alset International Limited following the transaction.

F5: Reflects the number of securities beneficially owned by Alset Inc. following the transaction.