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April 24, 2024
John Thatch
Chief Executive Officer
HWH International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
Re:HWH International Inc.
Registration Statement on Form S-1
Filed April 8, 2024
File No. 333-278560
Dear John Thatch:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note that your common stock trades on Nasdaq and that the selling stockholders will
be conducting an at-the-market offering. Please revise to disclose the market price of your
common stock as of the latest practicable date. Refer to Instruction 2 to Item 501(b)(3) of
Regulation S-K.
2.On the prospectus cover page, please disclose the price that the selling stockholders paid
for the shares being registered for resale. In the alternate, please describe for what
consideration the shares were received.
Risk Factors, page 5
3.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the

 FirstName LastNameJohn Thatch
 Comapany NameHWH International Inc.
 April 24, 2024 Page 2
 FirstName LastName
John Thatch
HWH International Inc.
April 24, 2024
Page 2
company's common stock. To illustrate this risk, disclose the purchase price of the shares
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose, if applicable, that even though the
current trading price is significantly below the SPAC IPO price, the selling stockholders
have an incentive to sell because they will still profit on sales because of the lower price
that they purchased or received their shares than the public investors.
Incorporation of Certain Information by Reference, page 12
4.Please revise your prospectus to remove this section and include all of the disclosure
required by Form S-1. In this regard, we note that companies that were either shell
companies or blank check companies during the past three years are ineligible to
incorporate by reference on Form S-1. See General Instruction VII.D.1(a) and (b) to Form
S-1.
General
5.Revise your prospectus to disclose the price that each selling stockholder paid for the
shares being registered for resale. Highlight any differences in the current trading price,
the price that the selling stockholder acquired their shares, and the price that the public
stockholder acquired their shares and warrants. If applicable, disclose that while the
selling stockholder may experience a positive rate of return based on the current trading
price, the public stockholders may not experience a similar rate of return on the shares
they purchased due to differences in the purchase prices and the current trading price.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Darrin Ocasio