SecProbe.io

CORRESP
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filename1.htm

November
25, 2022

Via
EDGAR

    Division
    of Corporation Finance

    Office
    of Trade & Services

    U.S.
    Securities and Exchange Commission

    100
    F Street, N.E.

    Washington,
    DC 20549

    Attn:
    Taylor
    Beech

    Lilyanna
    Payser

    Re:
    Alset
    Capital Acquisition Corp.

    Registration
    Statement on Form S-4

    Filed
    October 12, 2022

    File
    No. 333-267841

Dear
Ms. Beech and Ms. Payser,

On
behalf of Alset Capital Acquisition Corp. (the “Company”), we are hereby responding to the letter dated November 10, 2022
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Registration Statement on Form S-4 filed with the Commission on October 12, 2022 (the “Registration
Statement”). To respond to the Comment Letter and update certain information in the Registration Statement, the Company is filing
an amendment to the Registration Statement (the “Revised Registration Statement”) with the Commission today.

For
ease of reference, the text of the Staff’s comment is included in type below, followed by the Company’s response in boldface.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on the Cover Page and page 9 of the Revised Draft Registration
Statement.

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 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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on the Cover Page of the Revised Draft Registration Statement.

    1

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 12, 23-33 and 118-119 of the Revised Draft
Registration Statement.

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.

Response:
The Company acknowledges the Staff’s Comment and will provide this information once available.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 11, 79, and 83 of the Revised Draft Registration
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 11 of the Revised Draft Registration Statement.

    2

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 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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 92, 137, and 139 of the Revised Draft Registration
Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 16 of the Revised Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has provided the requested diagrams on page 28 of the Revised Draft Registration
Statement. The Company has made conforming changes on pages 154 to 155 of the Revised Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 27-28 of the Revised Draft Registration
Statement.

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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.

Response:
The Company acknowledges the Staff’s comment and has revised the Selected Historical Financial Information on page 49 of the
Revised Draft Registration Statement to reflect the nine months ended August 31, 2022.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 51 of the Revised Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 61 of the Revised Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 63 of the Revised Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 62 of the Revised Draft Registration Statement.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 86 of the Revised Draft Registration Statement.

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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.

Response: The Company acknowledges the
Staff’s comment and has revised disclosures on page 106 of the Revised Draft Registration Statement.

18. Please
                                            substantially revise the disclosure in this section to include a detailed description of
                                            the negotiations relating to the valuation of HWH. For exa