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ALSET
CAPITAL ACQUISITION CORP.

4800
Montgomery Lane, Suite 210

Bethesda,
MD

  April 13,
  2023

Nasreen
Mohammed and Angela Lumley

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    Alset
    Capital Acquisition Corp.

    Amendment
    No. 3 to Registration Statement on Form S-4 Filed February 3, 2023

    File
    No. 333-267841

Dear
Ms. Mohammed and Ms. Lumley:

On
behalf of Alset Capital Acquisition Corp. (the “Company”), this letter responds to comments provided by the staff of the
Division of Corporation Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided
to the undersigned on March 31, 2023 regarding the Company’s Annual Report on Form S-4.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Annual Report.

Form
S-4 Filed March 17, 2023

Amendment
4 to Registration Statement on Form S-4

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

1. We
                                            reissue comment 2 in part. Please 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 on pages 16, 43, 95, and 117. In this regard, we note you only disclose
                                            the total market value of Alset shares under the ownership of the Sponsor and Mr. Chan.

Response:
 In response to this comment, the Company has updated our calculations and
advises the Staff that the aggregate dollar amount that the Sponsor, its affiliates and the Company’s officers and directors have
at risk that depends on the completion of an initial business combination, including the Business Combination, is approximately $26.5
million, as of April 13, 2023, which is the market value of securities held as of December 31, 2022 and consists of (i) 2,156,250 of the
Founders Shares, (ii) 473,750 of class A common stock, (iii) 236,875 of warrants and (iv) 47,375 of rights. In this calculation, we assume
that there is no fund left to be distributed to the sponsor if Business combination will not be successful. Thus, the revisions to the
S-4 can be found on pages 16, 43, 95 and 117.

Timeline
of the Business Combination with HWH, page 106

2. We
                                            note your response to comment 5. Please include comparable disclosure in your filing.

Response:
In response to this comment, the Company advises the Staff that we have included the additional disclosure on page 106 of the S-4,
concerning the Kraft Analytics valuation and the ValueScope Inc. valuation.

Alset’s
Board of Directors Reasons for the Approval of the Business Combination, page 110

3. We
                                            note your response to comment 8 and reissue our comment. We note your disclosure that Mr.
                                            Chan participated in the votes to approve the business combination. Please clarify how Alset’s
                                            board considered the conflicts of interest presented by the affiliation between Alset and
                                            HWH and the overlapping nature of directors and officers of Alset and HWH in negotiating
                                            and recommending the business combination. In this regard, we note that you identify on page
                                            111 one of the positive factors the board considered was that this was a “negotiated
                                            transaction,” and you do not address the conflicts of interest where you discuss the
                                            uncertainties, risks and other potentially negative factors the board considered regarding
                                            the transaction.

Response:
In response to this comment, the Company advises the Staff that it has included additional disclosure regarding conflict of interest
the Board considered and continues to consider in connection with completing this initial business combination. As such, the disclosure
can be found on page 112 in the S-4.

Material
U.S. Federal Income Tax Considerations, page 131

4. We
                                            note you have removed the disclosure regarding the tax consequences of the business combination
                                            from your filing in response to comment 9. Please revise to include disclosure regarding
                                            the tax consequences of the business combination in this section and in the Risk Factors
                                            section. Refer to Item 4(a)(6) of Form S-4. We also note that Section 7.7(a) of the Merger
                                            Agreement provides that “this Agreement is intended to constitute, and the Parties
                                            hereto hereby adopt this Agreement as, a ‘plan of reorganization’ within the
                                            meaning of Treasury Regulation Sections 1.368-2(g) and 1.368- 3(a).”

Response:
In response to this comment, the Company advises the Staff that we have included an additional disclosure paragraph, which, in part,
discusses that we believe the only tax consequences of the business combination are to Alset International Inc., and possibly Alset Inc.
As such, the disclosure can be found on page 132.

Information
About HWH, page 153

5. We
                                            note your disclosure throughout this section regarding your membership model, including your
                                            statements that “moving forward, the intention is to implement the new membership model
                                            described below, that operates on a yearly subscription basis,” you are “in different
                                            stages of introducing additional membership tiers,” you “believe [y]our membership
                                            base could grow exponentially because of [y]our new multi-tiered membership structure,”
                                            and “[y]our strategy is to continuously grow [y]our membership base, while displaying
                                            to [y]our members the added benefits of the higher tiers of membership.” We also note
                                            your revised disclosure on page 169 that you slowed down membership sales starting in May
                                            of 2021, and membership sales were stopped in March of 2022 completely. Please revise to
                                            state whether you plan to resume sales of memberships and, if so, when. If you do not so
                                            intend, revise your disclosure throughout this section to reflect this change.

Response:
In response to this comment, the Company advises the Staff that it has disclosed on page 169 that we likely intend on resuming membership
sales under our new model in the upcoming quarter of 2023.

HWH
Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 169

6.
    We have reviewed your response to comment 12 and revised disclosure. We note that your sale of memberships stopped in March of 2022 and that you expect to experience greater revenue contribution from your café business and product sales. Please revise your disclosure to provide a robust discussion of your plans to resume or discontinue your membership business and any known or expected trends for the foreseeable future. Please discuss any known events that will cause a material change in the relationship between revenues and cost of revenues due to the change in your business model as it was noted that the cost of revenue for the membership business was 70% compared to 30% for the non-membership business in the year ended December 31, 2022. Refer to Item 303(a) of Regulation S-K.

Response:
In response to this comment, the Company advises the Staff that as discussed in comment 5 (and on page 169), we likely intend to
resume such membership sales in the upcoming quarter of 2023. Further, in terms of expected trends for the foreseeable future, this will
likely depend on our fundraising efforts and cash flow availability. Additionally, non-membership business mainly refers to the Food
and Beverage (“FnB”) business for the year 2022, and the gross profit margins are different from the membership business.

Security
Ownership of Certain Beneficial Owners and Management, page 206

7. Please
                                            disclose the names, including identifying the natural person(s) that hold voting and/or dispositive
                                            power over the relevant shares, and addresses of all beneficial owners listed under the 5%
                                            Holders heading in the table. Refer to Item 403(a) of Regulation S-K.

Response:
In response to this comment, the Company advises the Staff that we have included additional disclosure regarding the names, including
identifying the natural person(s) that hold voting and/or dispositive power over the relevant shares, and addresses of all beneficial
owners listed under the 5% Holders heading in the table on page 206, per the Staff’s request.

HWH
International Inc. and Subsidiaries

Notes
to Consolidated Financial Statements

Note
2. Summary of Significant Accounting Policies

Revenue
Recognition, page F-29

8. We
                                            have reviewed your response to comment 15 and note the table presented in the response and
                                            on page 155 does not appear to present memberships that have expired each year. Please provide
                                            us with a detailed discussion of why there are no expired memberships considering your disclosure
                                            on page F-29 states that you recognize revenue from membership fees over the one-year period
                                            of the membership. In addition, please explain the benefit of having a membership when you
                                            have halted your membership business.

Response:
In response to this comment, the Company advises the Staff that our main membership model consists of yearly memberships. The main
membership model is a special tranche to build an initial 10,000 founder members. 9,293 of our founder memberships expired on
December 31, 2022; and 200 founder memberships currently remain. Further, the founders’ membership perks, such as discounted new memberships and affiliate commissions, did not halt, but
the sale of the founder memberships did in fact halt in 2022. Our new, four-tier membership model, that we intend to initiate in approximately
July 2023, will expire also yearly, if not renewed. There is additional disclosure on the newly inserted table on page 155 regarding
the response to this comment, as well.

9. We
                                            have reviewed your response to comment 15 noting the exchange rate and U.S. dollar amount
                                            for the membership fee per member appears to be inconsistent with comparable information
                                            provided in the table on page 155. Please clarify or revise.

Response:
In response to this comment, the Company advises the Staff that we have inserted a table on page 155, which notes the exchange rate
and U.S. dollar amount for the membership fee per member, per the Staff’s request; among other items. Please refer to page 155
for the additional disclosure.

General

10. We
                                            note several instances where you report amounts in various local currencies (Singapore Dollars,
                                            South Korean won). Please revise to also provide the amounts in US dollars, your reporting
                                            currency, each time you present the local currency.

Response:
In response to this comment, the Company advises the Staff that the Company has added disclosure throughout the S-4 regarding
the US dollar amounts of Singapore Dollars and South Korean won.

11. We
                                            note your revised disclosure and reissue comment 17 in part. On page 62 and 147, please discuss
                                            the corporate governance requirements from which you would or could be exempt as a result
                                            of your status as a “controlled company.”

Response:
In response to this comment, the Company advises the Staff that a Company of which more than 50% of the voting power in the election
of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with
certain corporate governance requirements. For example, as a controlled company, we are (1) not required to have a board that is composed
of a majority of “independent directors,” as defined under Nasdaq rules; (2) are not required to have a compensation committee
that is composed entirely of independent directors; and (3) are not required to have director nominations be made, or recommended to
the full board of directors, by its independent directors or by a nominations committee that is composed entirely of independent directors.

12. We
                                            note your response to comment 18, however your analysis is insufficient with respect to compliance
                                            with the exemption contained in Rule 13e-3(g)(2). Please provide us with a more thorough
                                            legal analysis regarding your ability to rely on Rule 13e-3(g)(2), including when and by
                                            what means the common stock of the combined company will be registered pursuant to Section
                                            12 of the Securities Exchange Act, the basis for your belief that the common stock of the
                                            combined company will be accepted for listing on the Nasdaq Capital Market and the timeline
                                            for such acceptance, and the basis for your statement that the common stock of the combined
                                            company will have substantially the same rights as the common stock of Alset Capital Acquisition
                                            Corp. With respect to the rights of the common stock, your analysis should address the differences
                                            in rights discussed in your disclosure beginning on page 189.

Response:
 In response to this comment, the Company advises the Staff that: (i) the
common stock of the combined company will be registered pursuant to Section 12 of the Securities Exchange Act on Form 8-A; (ii) we believe
the common stock of the combined company will be accepted for listing on the Nasdaq Capital Market upon consummation of the business combination
based on meeting the equity standard and the market value of listed securities standard; and (iii) we have updated the disclosure on page
189 of the S-4 (i.e., “Comparison of Stockholder Rights”) in a manner that demonstrates that the common stock of the comb