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November 10, 2022
Heng Fai Ambrose Chan
Chairman and Chief Executive Officer
Alset Capital Acquisition Corp.
4800 Montgomery LN STE 210
Bethesda, MD 20814
Re:Alset Capital Acquisition Corp.
Registration Statement on Form S-4
Filed October 12, 2022
File No. 333-267841
Dear Heng Fai Ambrose Chan:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 Filed October 12, 2022
Cover Page
1.Please disclose on your prospectus cover, in the Q&A section, and in your prospectus
summary that Alset Capital Acquisition Corp. and HWH are entities under the common
control of Alset Inc.  Disclose that Heng Fai Ambrose Chan is the controlling shareholder
of Alset Inc., an executive officer and director of Alset Acquisition Corp., and executive
chairman and director of HWH, and may be deemed to own 21.6% of HWH.  Also
disclose the individuals who serve as executive officers and directors of both Alset Inc.
and HWH, as you do on page 201.
2.We note your disclosure on pages 60-61 that assuming no redemptions, Mr. Chan and his
affiliates will beneficially own approximately 54.9% of the economic interests of the post-
combination company, and assuming maximum redemptions, Mr. Chan and his affiliates

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 November 10, 2022 Page 2
 FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
November 10, 2022
Page 2
will beneficially own approximately 79.7% of the economic interests of the post-
combination company.  Please disclose on your prospectus cover that Mr. Chan and his
affiliates will have a controlling interest in the post-combination company and will control
matters submitted to shareholders such as the election of directors and approval of
significant corporate transactions, and whether you intend to take advantage of
the controlled company exemptions.
3.Please revise your disclosure regarding the ownership of the post-combination company to
reflect the exercise of all dilutive securities.  In addition, as it appears Alset Sponsor is
controlled by Alset Inc., which is in turn controlled by Mr. Chan, revise the line item for
Alset Sponsor to include all shares owned by Mr. Chan and Alset Inc., and ensure the line
item references each party by name.  In this regard, it appears you are splitting Mr. Chan's
shares between Alset Sponsor and HWH Holders.  Include a separate line item for HWH
Holders other than Alset and Mr. Chan, if any.  Make conforming changes throughout
your filing where you discuss the ownership of the post-combination company, including
on pages 11-12, 32-33, and 116-117.
4.Where you discuss the ownership interests in the post-combination company, we note
your disclosure that "new public shareholders will own approximately 20.3%."  Please
clarify who is included in the "new public shareholder" category, including whether it
includes any PIPE investors or backstop investors.
Q: May Alset, the Sponsor or Alset's directors, officers, advisors or their affiliates purchase
shares..., page 11
5.Confirm your intent to comply, and revise your disclosure here and on pages 79 and 83
accordingly, with the conditions set forth in the Compliance and Disclosure Interpretation
located at Question 166.01 of the Tender Offers and Schedules interpretations, located on
our website.
Questions and Answers for Stockholders of Alset
Q: What equity stake will current stockholders of Alset and the HWH Holders hold in Alset after
the Closing?, page 11
6.Please revise the table on page 12 to allocate the dilutive securities to each party identified
in the top half of the table, rather than including separate line items for the public and
private warrants.
Q: How will the Sponsor and our directors and officers vote?, page 16
7.We note your disclosure here and on pages 92, 137 and 139 that you may need only
3,033,500, or approximately 35.2%, of the 8,625,000 of your public shares, to be voted at
the Special Meeting in favor of the Business Combination Proposal in order to approve it,
yet we also note your disclosure on page 10 that you may need as few as only 34,500, or
approximately 0.4%, of the 8,625,000 of your public shares, to be voted in favor of the
Business Combination Proposal in order to approve it.  Given the vote required to approve

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 November 10, 2022 Page 3
 FirstName LastName
Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
November 10, 2022
Page 3
the Business Combination Proposal is a majority of the shares outstanding and entitled to
vote at the Special Meeting, please revise your disclosure on pages 16, 92, 137 and 139 to
be consistent with the disclosure on page 10, i.e., assuming only a quorum is present.
Q: What interests do Alset's current officers and directors have in the Business Combination?,
page 16
8.Here and elsewhere as applicable in your filing, please include a new bullet quantifying
Mr. Chan's interests in the proposed transaction, including his percentage ownership of the
post-combination company and the Merger Consideration he is expected to receive in the
proposed transaction and its relative value, include a new bullet addressing the interests of
the directors and officers who serve as such for both HWH and Alset, and quantify
any amounts subject to reimbursement.  Also quantify the aggregate amount that the
sponsor, its affiliates, and the company's officers and directors have at risk that depends
on completion of a business combination.
Summary of the Proxy Statement/Prospectus, page 27
9.In an appropriate place in the summary, include a diagram of Alset's and HWH's
organizational structures prior to and after the consummation of the business
combination.  With a view to providing investors a picture of the common ownership and
how the entities are affiliated, include a depiction of the ownership of Alset and HWH in
the diagram.  Also include the affiliated entities with which HWH does business, such as
DSS Inc., Sharing Services Global Corp., HWH World, Inc, The Happy Co. and RBC Life
World, Inc., to which you refer throughout the filing, so that investors understand how
they are affiliated.  Make conforming changes to the Information about HWH section
beginning on page 152.
Parties to the Business Combination
HWH, page 28
10.Please revise to provide more detail regarding the business of HWH, including, for
example, a brief description of the products and services offered and the company's
membership-driven structure.
Selected Historical Financial Information of Alset, page 50
11.It appears the financial information presented here for the unaudited period for the six
months ended May 31, 2022 is inconsistent with the Management's Discussion and
Analysis of Financial Condition and Results of Operations presented on page 149 and the
Unaudited Financial Statements beginning on page F-18, which are for the nine months
ended August 31, 2022.  Please clarify or revise.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 November 10, 2022 Page 4
 FirstName LastName
Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
November 10, 2022
Page 4
Unaudited Pro Forma Condensed Combined Financial Information, page 51
12.Please revise your pro forma presentation to present the periods required by paragraph (c)
of Article 11-02 of Regulation S-X.
Risk Factors, page 60
13.Include a risk factor addressing the anti-takeover provisions in the proposed charter and
bylaws, including the limitation on who can call a special meeting of stockholders,
advance notice provisions for bringing stockholder actions, and the inability of
stockholders to act by written consent.
14.Include a risk factor that addresses the exclusive forum provision in your proposed charter
and the related risks including, but not limited to, increased costs to bring a claim and that
the provision can discourage claims or limit investors’ ability to bring a claim in a judicial
forum that they find favorable, as well as any uncertainty about enforceability of the
provision.
15.Include a risk factor addressing the waiver of the corporate opportunities doctrine as
described in Article X of your proposed charter and the related risks.
Concentration of ownership among the Sponsor, Alset's existing executive officers, directors and
their respective affiliates..., page 84
16.Consistent with the risk factors on pages 60-61, revise this risk factor to reflect the fact
that assuming no redemptions, Mr. Chan and his affiliates will beneficially own
approximately 54.9% of the economic interests of the post-combination company, and
assuming maximum redemptions, Mr. Chan and his affiliates will beneficially own
approximately 79.7% of the economic interests of the post-combination company.
Background of the Business Combination, page 104
17.We note your disclosure that in mid May 2022, Alset began evaluating HWH and started
engaging in conversations with HWH’s management.  Please disclose which party made
the initial contact.
18.Please substantially revise the disclosure in this section to include a detailed description of
the negotiations relating to the valuation of HWH.  For example, it is not clear which
party proposed the initial valuation, what the initial proposal was, if and how the amount
evolved throughout the negotiations, and when agreement on the final valuation and type
of consideration was reached.  Disclose whether HWH and Alset determined the amount
of consideration to be paid, or whether ValueScope recommended the amount of
consideration to be paid.  Refer to Item 1015(b)(5) of Regulation M-A.
19.We note your disclosure on page 57 that the pro forma financials reflect a $30 million
PIPE, of which the terms have not been finalized.  Please clarify whether the agreed
valuation of $125 million reflects a $30 million PIPE.  Disclose any discussions about the

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 November 10, 2022 Page 5
 FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
November 10, 2022
Page 5
need to obtain additional financing for the combined company, such as the potential PIPE
transaction, and the negotiation/marketing processes undertaken to date (e.g.,
identification of potential PIPE investors and how the terms of the PIPE transaction may
be determined).  Additionally, as applicable, please also disclose whether the parties
intend to provide any valuations or other material information about the Alset, HWH, or
the business combination transaction to potential PIPE investors that are not expected to
be disclosed publicly.
20.We note your disclosure that in early June, 2022, Alset received a copy of HWH’s
corporate presentation from HWH.  Please tell us whether the presentation included any
financial projections that the Alset board reviewed, and if so, include such projections in
your filing.  In addition, we note your disclosure on page 106 that Alset received a
financial model regarding HWH future businesses, their pricing model and other key
assumptions.  Please disclose this model in your filing.
21.Please provide a detailed description of the negotiations regarding the letter of intent that
was executed on July 28, 2022 by HWH and Alset, including the material terms of the
initial draft, the material terms included in the final executed version, and how the
material terms evolved over the course of the negotiations. Please include enough
information so that investors can fully understand how the final terms were negotiated and
ultimately determined.
22.Please provide a detailed description of how the material terms of the Merger Agreement
evolved throughout the exchange of several drafts, and if applicable, describe how the
material terms differed from the letters of intent.
23.Please substantially revise your disclosure in this section to include a chronological
description of the negotiations relating to material terms of the transaction and ancillary
agreements, including, but not limited to, the type of consideration to be paid to HWH
stockholders, any financial projections and any discussions relating to the assumptions
underlying such projections, the control and governance of the post-combination
company, director designation rights and organizational documents, and the lock up
agreements.  In your revised disclosure, please explain the the issues and terms discussed
at the meetings, each party's position on such issues, and how you reached agreement on
the final terms.
24.Throughout this section, identify the individuals from HWH and Alset management who
attended each meeting and participated in the negotiations.  In addition, disclose when
Alset's board approved the business combination and which board members participated
in the vote.
25.We note your disclosure that on August 24, 2022, Alset and HWH had a call to discuss the
possibility of a private capital raise and timelines for finalizing the definitive Merger
Agreement.  Please elaborate on these discussions and, to the extent additional financing
was not secured, discuss why.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 November 10, 2022 Page 6
 FirstName LastName
Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
November 10, 2022
Page 6
ValueScope Opinion, page 111
26.We note your disclosure on page 111 that ValueScope was retained "solely to advise the
Board on the valuation of the Acquired Assets, and not for the benefit of any other person
or entity or to consider any other aspect of the Business Combination," and your
disclosure on page 112 and on page D-2 of the opinion that the ValueScope Opinion was
prepared "for the Board in connection with its consideration of the Business Combination
and may not be relied upon by any other person or entity or for any other
purpose."  Please remove this language from your filing and ask ValueScope to remove
this language from the opinion.
27.Disclose the financial forecasts prepared by Alset and HWH’s management that
ValueScope relied upon in conducting their analysis and the related assumptions.
Elaborate upon the income analysis and guideline public company nalysis ValueScope
prepared, consistent with Item 1015(b)(6) of Regulation M-A, which requires disclosure
of the bases and methods used for the fairness opinion.  In doing so, include the various
inputs and assumptions used in the income analysis and disclose the values ultimately
arrived at.  Identify the guideline companies, explain how they are reasonably comparable,
and disclose the various multiples and how they were determined.
Alset's Board of Directors' Reasons for the Approval of the Business Combination, page 112
28.We note your disclosure here and on page 108 references an analysis that the Alset board
considered in deciding to approve the transaction, including a reference to financial results
and assumptions, but no analysis is included in the filing.  Please revise to include the
analysis.
29.Please clarify how the board considered the conflicts of interest presented by the
affiliation between Alset and HWH and the overlapping nature of directors and officers of
Alset and HWH in negotiating and recommending the business comb