SecProbe.io

CORRESP
1
filename1.htm

January
4, 2023

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.

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    November 25, 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 December 20, 2022
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Amendment No. 1 to Registration Statement on Form S-4 filed with the Commission on November 25, 2022 (the
“Registration Statement”). To respond to the Comment Letter and update certain information in the Registration Statement,
the Company is filing a further 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.

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.

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

    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 redemptions, clarify how much of those shares Mr. Chan controls.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on the cover page and page 11 of the Revised 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

    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.

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

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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on pages 16, 92, 137, and 139 of the Revised Registration
    Statement.

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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on the pages 16, 43 and 117 of the Revised Registration
    Statement.

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.

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

    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 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.

    Response:
    The Company acknowledges the Staff’s comment and has revised diagrams on page 28 and inserted a comparable diagram on page
    157.

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.

    Response:
    The Company acknowledges the Staff’s comment and has placed commentary on this comment below:

    Since
    we did not own a majority of Alset at the time of business combination, we have updated this acquisition to not be under common control
    and updated the Pro Forma and its footnotes, accordingly. Adjustment (F) reflects that Alset issued 12.5 million shares at par value
    ($1,200) to HWH shareholders in exchange for 100% of HWH shares. After the stock was issued, the Company recorded $1 (rounded under
    thousand basis) as common stock par value and reduced the same amount from APIC as well.

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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on pages 61 and 62 of the Revised Registration Statement.

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.

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

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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 82 of the Revised Registration Statement.

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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 107 of the Revised Registration Statement.

    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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 107 of the Revised Registration Statement.

    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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 107 of the Revised Registration Statement.

    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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 107 of the Revised Registration Statement.

    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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 108 of the Revised Registration Statement.

    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 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 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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 108 of the Revised Registration Statement.

    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.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on page 107 of the Revised Registration Statement.

    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.

    Response:
    The Company acknowledges the Staff’s comment and has revised disclosures on page 107 of the Revised Registration Statement.

HWH
International Membership Assumptions, page 109

    20.
    We
    note your disclosure that Alset “received a financial model regarding HWH future businesses, pricing model and oth