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December 20, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed November 25, 2022
File No. 333-267841
Dear Heng Fai Ambrose Chan:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our November 10, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4
Cover Page
1.We note your revised disclosure in response to comment 2 that you "may" take advantage
of the controlled company exemption.  Please definitively state whether or not you will
take advantage of the controlled company exemptions if Mr. Chan and his affiliates
retain a controlling interest in the post-combination company.
2.On your cover page and throughout your filing where you disclose that shares issued to
the existing HWH Holders will equal approximately 38.8% of the outstanding capital
stock of Alset, revise to clarify that Mr. Chan, as the majority owner of HWH, will
ultimately control those shares and the shares held by the sponsor.  In addition, on your
cover and on page 11 where you specify that the sponsor will hold 8.2% assuming no

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 December 20, 2022 Page 2
 FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 2
redemptions, clarify how much of those shares Mr. Chan controls.
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
3.We note your revised disclosure in response to comment 3.  Please revise your disclosure
regarding the ownership of the post-combination company to aggregate all shares
ultimately owned or controlled by Mr. Chan into one line item.  In this regard, it appears
you continue to split Mr. Chan's shares between Alset initial stockholders and HWH
Holders.  In addition, the disclosure suggests that Mr. Chan will own 45.5% of the post-
combination company, assuming no redemptions, yet your disclosure elsewhere in your
filing states that Mr. Chan will own 47.9% of the post-combination company, assuming
no redemptions.  It appears the "HWH Holders - Others" line item would account for this
difference.  Please advise and revise for consistency.  Make conforming changes
throughout your filing where you discuss the ownership of the post-combination
company, including on pages 23-33 and 118-119.  We also note that in certain other
places in your filing, you disclose that Mr. Chan's ownership will be 47.3%.  Please revise
for consistency.
Q: How will the Sponsor and our directors and officers vote?, page 16
4.We note your revised disclosure in response to comment 7.  Given the vote required to
approve the Business Combination Proposal is a majority of the shares outstanding and
entitled to vote and present at the Special Meeting, please revise your disclosure on pages
16, 92, 137 and 139 to disclose the number of shares required to approve the proposal,
assuming only a quorum is present.  In this regard, it appears you have revised page 10,
the only instance where you previously disclosed this figure, to remove it.
Q: What interests do Alset's current officers and directors have in the Business Combination?,
page 16
5.We note your revised disclosure in response to comment 8.  Disclose the Merger
Consideration Mr. Chan is expected to receive in the proposed transaction and its relative
value, quantify any amounts subject to reimbursement, and 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.  Make conforming changes to your
disclosure on pages 43 and 117.
Summary of the Proxy Statement/Prospectus, page 27
6.We note your revised disclosure in response to comment 1.  Please include comparable
disclosure in your prospectus summary.
7.We note the diagrams you have included on page 28 in response to comment 9.  With a
view to providing investors a picture of the common ownership and how the entities are

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 December 20, 2022 Page 3
 FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 3
affiliated, include a depiction of the ownership of all entities in each diagram, including
Alset, Inc. and HWH, and identifying Mr. Chan's ownership, as applicable.  We note your
response suggests that a comparable diagram was included in the Information about HWH
section beginning on page 154, but it does not appear to have been included.  Please
include comparable disclosure in that section.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to the Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Transaction Accounting Adjustments to the Alset and HWH Unaudited Pro Forma
Condensed Combined Balance Sheet as of August 3, page 57
8.We note from your disclosure on page 52 that the business combination between Alset
and HWH is expected to be accounted for as an acquisition under common control.
Please tell us how you determined Alset and HWH were under common control and how
adjustment (F) appropriately accounts for the transaction in accordance with ASC 805-50.
Risk Factors
Delaware law and HWH's certificate of incorporation and bylaws..., page 61
9.We note your revised disclosure in response to comment 13 provides that your proposed
charter and bylaws include provisions creating a classified board of directors and
requiring the affirmative vote of holders of at least 2/3 of the voting power of all of the
then outstanding shares of the voting stock, voting together as a single class, to amend,
alter, change or repeal any provision; however, neither your proposed charter nor your
proposed bylaws appear to create a classified board, Section 8.7 of your proposed bylaws
appears to only require a supermajority vote to amend Article VIII, and your proposed
charter does not include a supermajority vote provision.  Please revise for consistency.
The waiver of the corporate opportunities doctrine..., page 63
10.We note this new risk factor you added in response to comment 15.  Include a risk factor
addressing the waiver of the corporate opportunities doctrine in Article X of your
proposed charter and the related risks to the post-combination company.  In this regard, it
appears your current risk factor only addresses a similar provision that is included in
Alset's current charter.
We may not be able to complete an initial business combination with a U.S. target company,
page 82
11.We note your revised disclosure in response to comment 67.  Please disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 December 20, 2022 Page 4
 FirstName LastNameHeng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 4
Timeline of the Business Combination with HWH, page 107
12.We note your disclosure that HWH received a valuation report provided by Kraft
Analytics LLC.  Please revise your disclosure to clarify the role of Kraft Analytics in the
transaction, summarize the report, and provide the information required by Item 4(b) of
Form S-4.
13.We note your response to comment 19.  Please clarify your disclosure as to whether the
agreed valuation of $125 million reflects a $30 million PIPE.  Disclose any discussions
about the 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 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.
14.We note your response to comment 20.  We further 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 this regard, we note your response
indicates that such projections were included in the filing, but it appears only the pricing
model Alset received in August 2022 was included.
15.We note your response to comment 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.
16.We note your response to comment 22.  Please provide a detailed description of how the
material terms of the Merger Agreement evolved throughout the exchange of several
drafts.  In this regard, we note your disclosure that "among the significant issues
negotiated during this period were the fine-tuning of the Merger Consideration, and its
allocation between Closing base consideration and post-Closing earnouts, the scope and
survival of HWH’s representations and warranties, the minimum cash requirement, and
indemnity and escrow provisions."  Please elaborate on the positions of each party with
respect to these terms and how they were negotiated.  If the material terms were not
negotiated, please state as much in your filing and explain why they were not negotiated.
17.We note your response to comment 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

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 December 20, 2022 Page 5
 FirstName LastName
Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 5
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.  If the material terms were not
negotiated, please state as much in your filing and explain why they were not negotiated.
18.We note your response to comment 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.
19.We note your response to comment 25.  We further 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.
HWH International Membership Assumptions, page 109
20.We note your disclosure that Alset "received a financial model regarding HWH future
businesses, pricing model and other key assumptions."  Please disclose who prepared the
financial model.
21.We note your disclosure that the basis for HWH’s membership growth rate projections is
HWH’s historical performance in South Korea and that the basis for your price projections
are derived from SHRG’s statistical data of average spending per active member of
approximately US$ 1,200.  We also note your disclosure elsewhere in your filing that you
changed your membership model in 2022.  Given the foregoing, please tell us why such
assumptions are reasonable.
22.Please quantify your assumptions relating to the capital required to penetrate the
Malaysian and Taiwanese markets.
23.With respect to your membership projections and operational expense projections, please
clarify whether Year 1 corresponds to 2022 or a different year.  Please also disclose how
the five year time period for the projections was determined.
Alset's Board of Directors' Reasons for the Approval of the Business Combination, page 110
24.We note your response to comment 28.  We further note your disclosure on page 111
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
appears to have been included in the filing.  Please revise to include the analysis. If
analysis is already disclosed, please clarify which analysis and include a cross reference to
where it is disclosed.

 FirstName LastNameHeng Fai Ambrose Chan
 Comapany NameAlset Capital Acquisition Corp.
 December 20, 2022 Page 6
 FirstName LastName
Heng Fai Ambrose Chan
Alset Capital Acquisition Corp.
December 20, 2022
Page 6
25.We note your response to comment 32.  We further note your disclosure on page 113 that
Alset’s board received certain preliminary sales estimates that were prepared by HWH
that it considered in its decision to enter into the Merger Agreement. Please disclose these
estimates in the filing.  If you believe those estimates are already disclosed, please clarify
which estimates and include a cross reference to where they are disclosed.
ValueScope Opinion, page 114
26.We note your revised disclosure in response to comment 27 that you reviewed the
EV/EBITDA multiples of the guideline companies, and we note the language in
ValueScope's opinion on page D-1 that "ValueScope did review the multiples of the
guideline companies (multiples of comparable publicly traded companies) to help estimate
a terminal exit value of HWH."  We also note your disclosure on page 115 that suggests
you intended to include a chart of the compound annual growth rate for the guideline
companies and HWHW and the associated EV/EBITDA multiple, but such chart is not
included.  Please revise to include the chart and disclose the terminal exit value of HWH
you calculated as a result of this analysis.
27.Disclose the inputs, including the discount rate and the EV/EBITDA multiple, used in
your discounted cash flow analysis, which you reference on pages 115 and D-1.  D