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HWH
International Inc.

4800
Montgomery Lane, Suite 210

Bethesda,
MD 20814

June
5, 2024

VIA
EDGAR

Alyssa
Wall and Donald Field

Division
of Corporation Finance

Office
of Trade & Services

Securities
and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    HWH
    International Inc.

    Registration
    Statement on Form S-1 filed on May 20, 2024

    File
    No. 333-278560

Dear
Ms. Wall and Mr. Field:

On
behalf of HWH International Inc. (the “Company,” “we,” “us,” or “our”), 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 May 29, 2024, regarding the Company’s registration statement on Form
S-1 filed on May 20, 2024 (the “Registration Statement”).

For
your convenience, the Staff’s comments have been restated below and the Company’s responses are set forth immediately under
the restated comments. Unless otherwise indicated, defined terms used herein have the meanings set forth in the Registration Statement.
We have filed Amendment No. 3 to the Registration Statement (the “Amendment”) with the Commission today.

Amendment
No. 2 to Registration Statement on Form S-1

Executive
Compensation, page 38

1. The
                                            disclosure in this section appears dated and focused on Alset Capital Acquisition Corp. (the
                                            former special purpose acquisition company) rather than the company. Please revise to provide
                                            the executive compensation information for the company as required by Item 402 of Regulation
                                            S-K and Item 11(l) of Form S-1.

Response:
In response to this comment, the Company advises the Staff that it has updated the section titled Executive Compensation in accordance
with the Staff’s request.

Certain
Relationships and Related Party Transactions, page 39

2. We
                                            note your disclosure regarding entry into a Credit Facility Agreement with Alset Inc. on
                                            April 24, 2024. We also note that you have obtained a letter of financial support from Alset
                                            International Limited and Alset Inc. Please expand your disclosure in this section to include
                                            the Credit Facility Agreement and, if applicable, the letter of financial support. Refer
                                            to Item 404 of Regulation S-K and Item 11(n) of Form S-1. Additionally, we note that Notes
                                            9, 10 and 11 to the company’s interim financial statements appear to disclose additional
                                            related party transactions not disclosed in this section. Please revise to disclose and provide
                                            the information required by Item 404 of Regulation S-K.

Response:
In response to this comment, the Company advises the Staff that it has updated the section titled Certain

Relationships and Related
Party Transactions in accordance with the Staff’s request.

We
appreciate the opportunity to respond to your comments. If you have further comments or questions, we stand ready to respond as quickly
as possible. If you wish to contact us directly you can reach me at 301-971-3955 or Darrin Ocasio, Esq. of Sichenzia Ross Ference Carmel
LLP at 212-398-1493.

    Sincerely,

    HWH
    International Inc.

    By:
    /s/
    John Thatch

    Chief
    Executive Officer

    cc:
    Darrin
    Ocasio, Esq.

    Sichenzia
    Ross Ference Carmel LLP