Alset Inc. — Director's Dealing 2024

Feb 2, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HWH International Inc. (HWH)
CIK: 0001897245
Period of Report: 2024-01-30

Reporting Person: Chan Heng Fai Ambrose (Director, 10% Owner)
Reporting Person: Alset Inc. (10% Owner)
Reporting Person: Alset Acquisition Sponsor, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-01-30	Common Stock	J	347220	—	Disposed	2330155	Indirect

Footnotes

F1: Alset Acquisition Sponsor, LLC ("the Sponsor") entered into an agreement effective January 30, 2024 (the "Agreement"), pursuant to which the Sponsor loaned a borrower (the "Borrower") 347,220 shares of the Issuer's common stock (the "Shares"). Under the terms of the Agreement, the Borrower will return the aforementioned shares to the Sponsor no later than six months following the execution of the Agreement. The Sponsor will retain the right to vote the Shares and receive any dividends paid on the Shares during the duration of the loan. The Borrower may not sell, lend or transfer the Shares. The Borrower has agreed not to buy, sell or short any securities of the Issuer for a period of one year from the date of the Agreement.

F2: Under the terms of the Agreement, the Sponsor may request the return of the Shares at any time upon five days' notice during the term of the Agreement. If the Sponsor shall request the return of the Shares during the initial 90 days of the term of the Agreement, the Sponsor shall be required to make a loan of comparable value to the Borrower.

F3: The Sponsor has agreed that all consideration for its loan of the Shares to the Borrower shall be paid directly to the Issuer. The consideration for the loan of Shares shall consist of certain equity interest in the Borrower. The exact value of such equity interests cannot be precisely determined at the present time.

F4: Alset Inc. may be deemed to possess beneficial ownership of the shares of the Issuer owned by the Sponsor as the majority owner of the Sponsor. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by the Sponsor as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc.