SecProbe.io

CORRESP
1
filename1.htm

December
10, 2024

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, NE

Washington,
D.C. 20549

Attention:
Mr. Scott Anderegg

    Re:
    HWH
    International Inc.

    Registration
    Statement on Form S-1, as amended

    File
    Number 333-282567

Dear
Mr. Anderegg:

Pursuant
to Section 8(a) of the Securities Act of 1933, as amended, and Rule 461 promulgated thereunder, the undersigned, as representative of
the placement agents for the above-captioned proposed offering, joins the acceleration request of HWH International and hereby requests
acceleration of the effective date of the above-captioned Registration Statement to 4:30 p.m., Eastern Daylight Time, on December
11, 2024 or as soon thereafter as practicable.

In
connection with this request, the undersigned acknowledges as follows:

    ●
    should
    the Securities and Exchange Commission (“SEC”) or the staff of the SEC, acting pursuant to delegated authority, declare
    the filing effective, it does not foreclose the SEC from taking any action with respect to the filing;

    ●
    the
    action of the SEC or the staff of the SEC, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
    the undersigned from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    ●
    the
    undersigned may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the SEC
    or any person under the federal securities laws of the United States.

The
undersigned is aware of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate
to the proposed public offering of the securities referred to in the captioned registration statement.

A
copy of a letter from the Financial Industry Regulatory Authority (“FINRA”) dated October 25, 2024, to the effect that FINRA
has no objection to the underwriting compensation arrangements, is attached.

Copies
of the Preliminary Prospectus dated December 10, 2024 have been or will be made available in sufficient time for distribution to all
prospective purchasers no less than 48 hours before it is expected confirmations will be mailed. The undersigned will comply with Rule
15c2-8 under the 1934 Act.

    SINCERELY,

    D.
    BORAL CAPITAL LLC

    By:
    /s/
    Philip Weiderlight

    Name:
    Philip
    Weiderlight

    Title:
    Chief
    Operating Officer