SecProbe.io

CORRESP
1
filename1.htm

February
3, 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
    Peyser

    Re:
    Alset
    Capital Acquisition Corp.

    Amendment
    No. 2 to Registration Statement on Form S-4 Filed January 5, 2023

    File
    No. 333-267841

    Alset
    Capital Acquisition Corp.

Dear
Ms. Beech and Ms. Peyser,

On
behalf of Alset Capital Acquisition Corp. (the “Company”), we are hereby responding to the letter dated January 26, 2023
(the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
regarding the Company’s Amendment No. 2 to Registration Statement on Form S-4 filed with the Commission on January 5, 2023 (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. 2 to Registration Statement on Form S-4

Q:
What equity stake will current stockholders of Alset and the HWH Holders hold in Alset after the Closing?, page 12

1. We
                                            note your revised disclosure on pages 12, 33, and 120 in response to comment 3. Please further
                                            revise to allocate the shares owned or controlled by Mr. Chan that you appear to still include
                                            in the “public stockholders” category to the line item for Mr. Chan, or tell
                                            us why you believe such allocation is appropriate. In this regard, we note that you disclose
                                            the shares ultimately controlled by Mr. Chan would make up about 47.9% of the outstanding
                                            shares, assuming no redemptions, but you also disclose in the same table that Mr. Chan’s
                                            ownership only represents 23.4%.

Response:
Mr. Chan controls Alset Inc., which controls Alset International Limited. All the ownership of Alset under both Alset Inc. and Alset
International Limited (total of 47.9%, see Alset’s and HWH’s Organizational Structure Post-Business Combination, Assuming
No Redemption on page 28) is under control of Mr. Chan. However, Mr. Chan’s ownership of Alset was calculated by his indirect ownership
of Alset Inc. and Alset International Limited.

Q:
How will the Sponsor and our directors and officers vote?, page 16

2. We
                                            reissue comment 4. 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, 94, 141 and 142 to disclose the number of shares
                                            required to approve the proposal, assuming only a quorum is present. In this regard, it appears
                                            you have disclosed the number of shares required to approve the proposal if the voting standard
                                            were a majority of shares outstanding, which is not the voting standard under your governing
                                            documents.

Response:
The Company acknowledges the Staff’s comment and has revised disclosure on  pages 16, 94, 141, and 143 of the Revised Registration
Statement.

Q:
What interests do Alset’s current officers and directors have in the Business Combination?, page 16

3. We
                                            reissue comment 5. 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, 96 and 118.

Response:
The Company acknowledges the Staff’s comment and has revised disclosure on pages  43, 96, and 118 of the Revised Registration
Statement.

Summary
of the Proxy Statement/Prospectus, page 27

4. We
                                            note your revised disclosure in response to comment 1 that you intend to avail yourself of
                                            the controlled company exemption from corporate governance standards. Please include comparable
                                            disclosure in the summary and where you discuss the corporate governance of the post-combination
                                            company throughout your filing. Please also add a related risk factor discussing the scope
                                            of the exemption and associated risks to investors and to the company.

Response:
The Company acknowledges the Staff’s comment and has revised disclosure on pages  29, 63, and 150 of the Revised Registration
Statement.

5. Please
                                            revise the diagrams on pages 28 and 157 to identify Mr. Chan’s ownership of the various
                                            entities, as applicable.

Response:
The Company acknowledges the Staff’s comment and has revised disclosure on pages  28, and 157 of the Revised Registration Statement.

Total
Shares to be Issued in the Business Combination, page 31

6. We
                                            note your revised disclosure in response to comment 2. Please include comparable disclosure
                                            where you disclose that shares issued to the existing HWH Holders will equal approximately
                                            38.8% of the outstanding capital stock of Alset, such as on pages 32 and 120.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on  pages 32 and 120 of the Revised Registration Statement.

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 31, 2022,
page 57

7. We
                                            have reviewed your response to comment 8 noting that you now believe you do not own a majority
                                            of Alset at the time of business combination and are now accounting for the transaction as
                                            a recapitalization. This does not appear to address our comment as you have not presented
                                            an analysis for how Alset and HWH are not under common control. In your analysis, please
                                            tell us how you took into account both direct and indirect ownership. For example, it appears
                                            from the disclosure on page 28 that Alset, Inc. owns 85% of Alset International Limited which
                                            in turn owns a 10.5% of Alset Capital Acquisition. In addition, please tell us how you considered
                                            the voting interest Mr. Chan holds in each of these entities.

Response:
At the time of business combination, Mr. Chan or Alset Inc. only control 23.4%* of the voting interest of Alset. Thus, Alset is not under
control either of Mr. Chan or Alset Inc. (see Alset’s and HWH’s Organizational Structure Post -Business Combination, Assuming
No Redemption on page 28), even though HWH is under control of both Mr. Chan and Alset Inc. When we define “control”, we
follow ASC 810-10-15-8 “controlling financial interest”: For legal entities other than limited partnerships, the usual condition
for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting
entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward
consolidation. Common control is defined as entities that are under the control of the same parent. In this case, Alset and HWH are not
under common control at the time of business combination.

*Mr.
Chan or Alset Inc. control 23.4% of Alset before business combination. Mr. Chan’s ownership of Alset would be 23.4% after business
combination. Mr. Chan or Alset Inc. would control 47.9% of Alset after business combination. 23.4% is just coincident same number in
different scenarios.

Risk
Factors

We
may not be able to complete an initial business combination with a U.S. target company, page 82

8. We
                                            note your revised disclosure in response to comment 11 and reissue our comment in part. Please
                                            disclose the consequences of liquidation to investors, including that the warrants 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

9. We
                                            note your revised disclosure in response to comment 12. Please further revise to provide
                                            the disclosure required by Item 1015(b)(2)-(4) and (6) of Regulation M-A. With respect to
                                            Item 1015(b)(6), provide more detail regarding each of the analyses used by Kraft Analytics
                                            that is comparable to the disclosure you provide regarding ValueScope’s analyses beginning
                                            on page 115. Please also file the report as an exhibit to your registration statement.

Response:
We have removed the report provided by Kraft Analytics on page 107. This report  was not relied upon and was not a determining factor
in the parties decision to initiate this  transaction, therefore we removed it from the Revised Registration Statement.

10. We
                                            reissue comment 13 in part. Please clarify your disclosure as to whether the agreed valuation
                                            of $125 million is inclusive of a $30 million PIPE.

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

11. We
                                            note your response to comment 14 that the presentation prepared by HWH management consisted
                                            of preliminary high-level projections. Please clarify in your disclosure whether those projections
                                            are the same as those included on page 109. If not, please disclose such projections in your
                                            filing.

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

12. We
                                            reissue comment 15. 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. We note your current disclosure states that “enterprise value
                                            and exclusivity were among the subjects negotiated.” If these were the only terms negotiated,
                                            so state.

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 18 and reissue our comment in part. Throughout this section,
                                            identify the individuals from Alset management who attended each meeting and participated
                                            in the negotiations. Please also clarify whether Mr. Chan participated in negotiations on
                                            behalf of HWH along with William Wu and Wong (Aston) Tat Keung. Lastly, 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 pages 107 and 108 of the Revised Registration Statement.

14. We
                                            reissue comment 19 in part. To the extent additional financing has not been 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

15. We
                                            note you revised disclosure in response to comment 21. Where you disclose 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, revise
                                            to clarify the time period over which you calculated this figure.

Response:
The Company acknowledges the Staff’s comment and has revised disclosure on page 109 of the Revised Registration Statement.

Material
U.S. Federal Income Tax Considerations, page 132

16. We
                                            reissue comment 28. Please revise your disclosure in this section to explain why counsel
                                            is giving a “should” opinion and cannot give a “firm” opinion and
                                            describe the nature and degree of the uncertainty concerning the opinion.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures  on page 167 of the Revised Registration Statement.

Executive
Compensation of HWH, page 167

17. Please
                                            update your disclosure to include the year ended December 31, 2022.

Response:
The Company acknowledges the Staff’s comment and has revised disclosures on  page 167 of the Revised Registration Statement.

HWH
Management’s Discussion and Analysis of Financial Condition and Results of Operations Financial Impact of the COVID-19 Pandemic,
page 170

18. We