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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended November 30, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _________ to _________

 Commission
File Number: 001-41254

 HWH

 (Exact
 name of registrant as specified in its charter)

 Delaware

 87-3296100

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 Number)

 4800
 Montgomery Lane, Suite 210

 Bethesda,
 MD 20814

 301 - 971-3955

 (Address
 of Principal

 Executive
 Offices)

 Registrant's
 telephone number,

 including
 area code

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share

 HWH

 The
 Nasdaq Global Market

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No

 Aggregate market value of voting and non-voting common
equity held by non-affiliates of the registrant as of May 31, 2023 based upon the closing price of the common stock as reported by the
Nasdaq Global Select Market on such date, was $ 89,700,000.

 As
of February 28, 2024, there were 16,223,301 shares of Common Stock, par value $0.0001 per share of the Company issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 HWH
International Inc.

 Form

 For
the Year Ended November 30, 2023

 Table
of Contents

 Page

 Item
 1.

 Business

 Item
 1A.

 Risk Factors

 Item
 1B.

 Unresolved Staff Comments

 Item
 2.

 Properties

 Item
 3.

 Legal Proceedings

 Item
 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Company's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 [RESERVED]

 Item
 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A.

 Quantitative and Qualitative Disclosures About Market Risk

 Item
 8.

 Consolidated Financial Statements and Supplementary Data

 Item
 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 Item
 9A.

 Controls and Procedures

 Item
 9B.

 Other Information

 Item
 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item
 10.

 Directors, Executive Officers and Corporate Governance

 Item
 11.

 Executive Compensation

 Item
 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal Accounting Fees and Services

 Item
 15.

 Exhibit and Consolidated Financial Statement Schedules

 Item
 16.

 Form 10-K Summary

 Signatures

 Throughout
this Report on Form 10-K, the terms the "Company," "we," "us," and "our" refer to HWH
International Inc., and "our board of directors" refers to the board of directors of HWH International Inc.

 CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 This
Annual Report on Form 10-K contains forward-looking statements regarding, among other things, our future operating results and financial
position, our business strategy, and other objectives for our future operations. The words "anticipate," "believe,"
"intend," "expect," "may," "estimate," "predict," "project,"
"potential" and similar expression are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. We have based these forward-looking statements largely on our current expectations and projections
about future events and financial trends that we believe may affect our business, financial condition and results of operations. There
are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking
statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should
not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact
of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

 You
should read this Report on Form 10-K and the documents that we have filed as exhibits to this Report on Form 10-K completely and with
the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained
in this Report on Form 10-K are made as of the date of this Report on Form 10-K, and we do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

 PART
I

 Item
1. Business.

 General

 HWH International Inc. (the "Company") was incorporated in
Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp. The Company was formed for the purpose of effecting a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses
(the "Business Combination"). The Company consummated the Business Combination on January 9, 2024 and changed its name from
"Alset Capital Acquisition Corp." to "HWH International Inc." The Company is an early stage and emerging growth
company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 As
of November 30, 2023, the Company had not commenced any operations. All activity for the period from October 20, 2021 (inception) through
November 30, 2023 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which
is described below and the pursuit of a suitable acquisition candidate. The Company did not generate any operating revenues prior to
the completion of its initial Business Combination. The Company generated non-operating income in the form of interest income from the
proceeds derived from the Initial Public Offering. The Company initially selected November 30 as its fiscal year end, although subsequent
to the period covered by this report, the Company changed its fiscal year end to December 31st.

 On
September 9, 2022, the Company entered into an agreement and plan of merger (the "Merger Agreement") by and among the Company,
HWH International Inc., a Nevada corporation (the "Target") and HWH Merger Sub Inc., a Nevada corporation and a wholly owned
subsidiary of the Company ("Merger Sub"). The Company and Merger Sub are sometimes referred to collectively as the "ACAX
Parties." Pursuant to the Merger Agreement, a business combination between the Company and the Target was effected through the
merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned subsidiary of the Company (the
"Merger"). Upon the closing of the Merger (the "Closing"), the Company changed its name to "HWH International
Inc." The board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements
(as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger
Agreement and related transactions by the stockholders of the Company.

 The
Target was owned and controlled by certain member officers and directors of the Company and its sponsor. The Merger was consummated following
the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain
other customary closing conditions.

 The
total consideration to be paid at Closing (the "Merger Consideration") by the Company to the Target's shareholders
was $125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company ("Company Common Stock").
The number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000, with
each share being valued at $10.00.

 The
registration statement for the Company's Initial Public Offering was declared effective on January 31, 2022. On February 3, 2022,
the Company consummated the Initial Public Offering of 8,625,000 units ("Units" and, with respect to the shares of common
stock included in the Units being offered, the "Public Shares"), generating gross proceeds of $86,250,000, which includes
the full exercise of the underwriters' option to purchase an additional 1,125,000 Units generating additional gross proceeds to
the Company of $11,250,000, which is described in Note 3 of the Notes to the audited Consolidated Financial Statements for Fiscal Year
ended November 30, 2023.

 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of 473,750 units (the "Private Placement
Units") at a price of $10.00 per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the "Sponsor")
generating gross proceeds to the Company in the amount of $4,737,500.

 The
Company's management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds were intended to be applied toward consummating
a Business Combination. The Company was required to complete one or more initial Business Combinations with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the
deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company would only complete a Business
Combination if the post-transaction company would own or acquire 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under
the Investment Company Act of 1940, as amended (the "Investment Company Act"). Upon the closing of the Initial Public Offering,
management agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private
Placement Units, would be held in a trust account ("Trust Account"), located in the United States and invested only in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or
less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions
of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the funds held in the Trust Account, as described below.

 The
Company provided the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company would seek stockholder
approval of a Business Combination or conduct a tender offer was be made by the Company. The Public Stockholders were entitled to redeem
their Public Shares for a pro rata portion of the amount then in the Trust Account. There were no redemption rights upon the completion of a
Business Combination with respect to the Company's warrants. The Public Shares subject to redemption were recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards
Codification ("ASC") Topic 480 " Distinguishing Liabilities from Equity."

 All
of the Public Shares contained a redemption feature which allows for the redemption of such Public Shares in connection with the Company's
liquidation, if there was a stockholder vote or tender offer in connection with the Company's Business Combination and in connection
with certain amendments to the Company's Certificate of Incorporation. In accordance with the rules of the U.S. Securities and
Exchange Commission (the "SEC") and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside
of permanent equity. Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial
carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC
470-20. The Class A common stock was subject to ASC 480-10-S99. If it was probable that the equity instrument would become redeemable,
we had the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that
it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize
changes in the redemption value immediately as they occurred and adjust the carrying amount of the instrument to equal the redemption
value at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement was treated
as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Public
Shares were redeemable and were classified as such on the balance sheet until such date that a redemption event was to take place. Redemptions
of the Company's Public Shares may have been subject to the satisfaction of conditions, including minimum cash conditions, pursuant
to an agreement relating to the Company's Business Combination.

 The
Company did not redeem Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001 (so that it does
not then become subject to the SEC's "penny stock" rules) or any greater net tangible asset or cash requirement which
may be contained in the agreement relating to the Business Combination. The Company proceeded with a Business Combination since a majority
of the outstanding shares voted were voted in favor of the Business Combination. Because stockholder approval of the transaction was
required by applicable law or stock exchange listing requirements, the Company offered to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. When the Company sought stockholder approval in connection with
the Business Combination, the Sponsor agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during
or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder has the opportunity
to elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction.

 Notwithstanding
the foregoing, if the Company sought stockholder approval of a Business Combination and it did not conduct redemptions pursuant to the
tender offer rules, the Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), would be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

 The
holders of the Founder Shares agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by
them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation
(i) to modify the substance or timing of the Company's obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to stockholders' rights or pre-business combination activity, unless
the Company provided the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 If
the Company had not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or 15 months if
we had filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the
consummation of Initial Public Offering but had not completed the initial Business Combination within such 12-month period, or up to
21 months if we extended the period of time to consummate a Business Combination, at the election of the Company by two separate three
month extensions, subject to satisfaction of certain conditions, including the deposit of up to $862,500 ($0.10 per unit in either case)
for each three month extension, into the trust account, or as extended by the Company's stockholders in accordance with our amended
and restated certificate of incorporation), the Company would have (i) ceased all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeemed the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, which redemption would completely extinguish Public Stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolved
and liquidated, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. There would have been no redemption rights or liquidating distributions with respect to the Company's
warrants, which would have expired worthless if the Company had failed to complete a Business Combination within the Combination Period.

 The
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in
or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 Going
Concern and Management's Plan

 The
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
the completion of its initial business combination, at the earliest. In addition, the Company expects to have negative cash flows from
operations as it pursues an initial business combination target. In connection with the Company's assessment of going concern considerations
in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern" the Company does not currently have adequate liquidity to sustain operations, which consist
solely of pursuing a Business Combination.

 On
January 9, 2024, the Company consummated the business combination (the "Closing") contemplated by the previously announced
Agreement and Plan of Merger, dated as of September 9, 2022 (the "Merger Agreement"). The Company's common stock commenced
trading on the Nasdaq Global Market LLC under the ticker symbol "HWH" on January 9, 2024, and the Company's warrants
are expected to commence trading under the symbol "HWHW" at a later date.

 The
Company has incurred continuing losses from its operations and has a working capital deficit of $134,421 as of November 30, 2023.
The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise
capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.
If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,
which could harm its financial condition and operating results.

 These
conditions raise substantial doubt about the Company's ability to continue ongoing operations. These consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.

 New
Business Overview

 Since the Closing on January 9, 2024, we now own the Target company acquired
pursuant to the Merger Agreement (references to "we", "us" and "our" herein include our newly acquired
business). Our newly acquired business started in Korea with a single-level membership marketing model with limited products for sale.
We registered the business on April 1, 2019, and we started selling memberships on July 1, 2019. While we had been profitable and growing,
the COVID-19 Pandemic had a material adverse effect on such growth and profits. Due to the decline in membership and revenue starting
in 2020, we reorganized our internal staff by adding a broader team in each of the United States, Hong Kong and Singapore with direct
selling and business development experience to head up and expand our operations across various geographies and revised our business plan
to a multi-level membership tier model in 2022, with more products and services to be made available to our members. We created a new
corporate structure, with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned
our focus to the Hapi Caf development. We currently have 9,811 members, all in a single initial tier of membership. These current
members have paid for their yearly membership to have founder member status. This is a privileged class that will be able to enjoy continuous
membership benefits in time to come given that they have trusted the company and joined at an early stage. Such benefits include the ability
to purchase new memberships, in the model described below, at a discount to be determined by HWH. They will also continue to be able to
earn affiliate commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Caf s until
further notice. The total number of founding members was capped at 10,000. The Company is in the midst of implementing the new membership
model described below (the "New Model"), that operates on a yearly subscription basis. We intend to resume membership sales,
albeit under the New Model, in approximately 2nd quarter of 2024.

 HWH
Members get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn
passive income when a member's referral signs up for membership or makes an initial purchase through the HWH Marketplace products
through them.

 Our
segments include:

 HWH
Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members. It
is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.
The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending
on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,
banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering
range. There are, however, certain limited products currently for sale at our Hapi Caf s, including spaghetti, a gig-economy business
book and certain skincare products.

 Hapi
Caf s, which are, and will be, in-person, location-based social experiences, offer members the opportunity to build a
sense of community with like-minded customers who share a potential interest in our products. The cafes expose our members to and educate
them about the products and services of our affiliates, providing us with the chance to significantly increase our membership base as
well as increase the amounts spent by our members on our affiliates' products and services. Each of our caf s is a "Hapi
Caf." We opened proof-of-concept Hapi Caf locations in Seoul, the Republic of Korea and Singapore in May and July
2022, respectively, and plan to open additional Hapi Caf s as we beta test and further improve our business concept. We intend
to grow our memberships as we grow the number of Hapi Caf s around the world. Currently, Hapi Cafe branded outlets span across
Asia, including Singapore, Republic of China (Taiwan), Hong Kong, the People's Republic of China, and South Korea, Hapi Cafe is positioned
to be an integral part of HWH's business model. As at the date of this filing, the Company is in the midst of closing the acquisition
of 2nd Hapi Caf outlet in Seoul, the Republic of Korea.

 Hapi
Travel is in the planning stage as we are working with our affiliates to determine the market-by-market services. Through Hapi
Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts
for members. Hapi Travel offers vacation packages, hotels, cruises, and other travel products exclusively for HWH members.

 Hapi
Wealth Builder is also in the planning stage as we are exploring the options of providing services to our members through financial
educational materials aimed at various types of investing opportunities. We have been establishing Hapi Caf s as venues and destinations
that help build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch in 2024.

 Market
Opportunity

 Following
the COVID-19 Pandemic, we believe people are looking for in-person community. By offering a social and business centric atmosphere
at our Hapi Caf s, we plan to leverage this deeply-rooted desire and build a membership organization, increase their
familiarity with and educate them about the products and services of our affiliates and how those products and services can help
them in their own individual pursuits of health, wealth and happiness.

 Growth
Strategy

 Our
strategy is to continuously grow our membership base, while displaying to our members the added benefits of the higher tiers of membership.
We will look to accomplish this by providing a comfortable in person setting of a Hapi Caf for our customers in many more locations.
We also plan to continually expand our product offerings and the services our affiliate companies can provide in the belief that this
can serve to grow our membership base and have our members increasingly opt to avail themselves of membership options that offer them
larger discounts and other benefits on the products and services of our affiliates

 Our
Organizational Chart:

 Employees

 At
the present time, the Company has 19 employees. The Company had an agreement with Alset Management Group, Inc., pursuant to which, for
a fee, Alset Management Group, Inc. provided the Company with secretarial and administrative services. This agreement expired at the
time of closing of Business Combination.

 Intellectual
Property

 We
anticipate filing additional trademark applications as we expand into new areas of business.

 Additional
Information

 The
Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special
reports, proxy statements and other information with the Commission. The Commission maintains an internet website at
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.
The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection
on the Commission's website free of charge as soon as reasonably practicable after they are electronically filed with or furnished
to the Commission.

 The
Company maintains a website at  where you may also access these materials free of charge. We have included our
website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website
is not incorporated into and is not part of this report on Form 10-K.

 Item
1A. Risk Factors.

 Not applicable to smaller reporting companies.

 Item
1B. Unresolved Staff Comments.

 Not
applicable to smaller reporting companies.

 Item
2. Properties

 Our executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda,
MD 20814, and our telephone number is (301) 971-3955. The cost for our use of this space was included in the $10,000 per month fee we
paid to Alset Management Group Inc. for office space, administrative and shared personnel support services. Upon completion of the Initial
Business Combination, the Company ceased paying these monthly fees. We consider our current office space adequate for our current operations.

 Item
3. Legal Proceedings.

 The
Company is not a party to any material pending legal proceedings.

 There
are no material proceedings to which any director, officer or affiliate of the Company, or any owner of record or beneficially of more
than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the
Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company
or any of its subsidiaries.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Company's Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

 Market
Information

 From
February 1, 2022 until the completion of the business combination, the principal market on which our unit was traded is the Nasdaq Capital
Market. Our common share, warrant and right traded on the Nasdaq from March 24, 2022 until the completion of the business combination.
The Company's unit was trading under the symbol "ACAXU," common stock was traded under symbol "ACAX," our
warrant was traded under the symbol "ACAXW," and the right was traded under the symbol "ACAXR." Subsequent to
the completion of the business combination, our common stock has traded on the Nasdaq under the symbol "HWH".

 Prior
to our listing on the Nasdaq Capital Market there was no public trading market for our securities.

 Holders

 As
of February 28, 2024, the Company had five stockholders of record.

 Dividends

 Since
inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable
future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business,
our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend
upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.

 Securities
authorized for issuance under equity compensation plans.

 The
Company does not have securities authorized for issuance under any equity compensation plans

 Performance
graph

 Not
applicable to smaller reporting companies.

 Recent
sales of unregistered securities; use of proceeds from registered securities

 On
November 8, 2021, our Sponsor purchased 2,156,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.012
per share. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Prior to the initial investment in the company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per
share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate
number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares
would represent 20% of the outstanding shares after the Initial Public Offering (excluding the placement units and underlying securities).

 On
February 3, 2022, we consummated our Initial Public Offering (the "Offering") of an aggregate of 8,625,000 units ("Units")
including the issuance of 1,125,000 Units as a result of the underwriter's full exercise of its over-allotment option. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.

 Simultaneously
with the consummation of the Offering, the Company consummated the private placement of 473,750 units (the "Private Placement Units")
to the Sponsor, including the issuance of 33,750 Private Placement Units in connection with the underwriter's full exercise of
its over-allotment option, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,735,500 (the "Private
Placement"). The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a
public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

 Of
the gross proceeds received from the Offering, including the full exercise of the over-allotment option, and the Private Placement Units,
$86.25 million and $4.7 million was placed in the Trust Account, respectively.

 On
February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000. In addition, the underwriters are entitled
to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the
underwriting agreement.

 On
December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the "Satisfaction Agreement")
in connection with the Underwriting Agreement, dated January 31, 2022 (the "Underwriting Agreement"), with EF Hutton, LLC
("EF Hutton"), in which pursuant to that certain Underwriting Agreement the Company was due to pay $3,018,750 to EF Hutton
as deferred underwriting commission (the "Deferred Underwriting Commission") upon the closing of the business combination.
In lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction
Agreement, pursuant to which EF Hutton will accept a combination of $325,000 in cash (the "Cash Payment") upon the closing
of the business combination, 149,443 shares of the Company's common stock (the "Shares") and a $1,184,375 promissory
note (the "Promissory Note") as full satisfaction of the Deferred Underwriting Commission. Satisfaction and discharge of
the Deferred Underwriting Commission is dependent on the Company's delivery of the Cash Payment, the Shares and the Promissory
Note under the terms of the Satisfaction Agreement. Additionally, the Company has granted EF Hutton an irrevocable right of first refusal
(the "ROFR") to act as the sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton's sole
discretion, for each and every future public and private equity and debt offering, including all equity linked financing for a period
commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the business combination.

 Purchases
of Equity Securities by the issuer and affiliated purchasers

 The
Company did not repurchase any shares of the Company's common stock during 2023 and 2022.

 Item 6. [RESERVED]

 Not required for smaller reporting companies.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 This
Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For
this purpose, any statements contained in this Form 10-K that are not statements of historical fact including, without limitation, statements
under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy and the plans and objectives of management for future operations, may be deemed
to be forward-looking statements. Without limiting the foregoing, words such as "may", "will", "expect",
"believe", "anticipate", "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited
to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including
competition from much larger competitors; technological advances and failure to successfully develop business relationships. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company's
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated
financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.

 Overview

 We were formed as a blank check company, incorporated as a Delaware corporation
and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses. The Company consummated the Business Combination on January 9, 2024 and changed its
name from "Alset Capital Acquisition Corp." to "HWH International Inc." The Company is an early stage and emerging
growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

 As of November 30, 2023, the Company had not commenced any operations. All activity for the period from October 20,
2021 (inception) through November 30, 2023 relates to the Company's formation and the initial public offering ("Initial Public
Offering"), which is described below and the pursuit of a suitable acquisition candidate. The Company did not generate any operating
revenues prior to the completion of its initial Business Combination. The Company generated non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering. The Company initially selected November 30 as its fiscal year end,
although subsequent to the period covered by this report, the Company changed its fiscal year end to December 31st.

 Our
sponsor is Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the "Sponsor"). The registration statement
for our initial public offering was declared effective on January 31, 2022. On February 3, 2022, we consummated our initial public offering
(the "Initial Public Offering") of 8,625,000 Units ("Units'), including the full exercise of the underwriters'
over-allotment option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.

 On
February 3, 2022, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement
of 473,750 units (the "Private Placement Units") to the Sponsor, which amount includes 33,750 Private Placement Units purchased
by the Sponsor in connection with the underwriters' exercise of the option in full, at a price of $10.00 per Private Placement
Unit, generating gross proceeds of approximately $4.7 million (the "Private Placement") the proceeds of which were placed
in the trust account. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement
was conducted as a non-public transaction and, as a transaction by an issuer not involved in the Initial Public Offering, was exempt
from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical
to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable
until 30 days after the consummation of the Company's initial Business Combination except to permitted transferees and (b) the
warrants and rights included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted
transferees, will be entitled to registration rights, respectively.

 Of
the proceeds from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions,
discounts, and offering expenses, $87,112,500 was placed in the Trust Account ("Trust Account") and $1,874,050 was delivered
to the Company to cover operating expenses. Except with respect to interest earned on the funds held in the Trust Account that may be
released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the Trust Account
shall only be released from the Trust Account pursuant to certain conditions.

 The
Company's Amended and Restated Certificate of Incorporation of February 2, 2022 provided that funds would not be released from
the Trust Account until the earliest of (a) the completion of the Company's initial Business Combination, (b) the redemption of
any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to modify the
substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain amendments to
our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination within 12 months
from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration statement or similar
filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering but have not completed
the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a Business
Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions, including the deposit
of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in accordance with our Amended
and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders' rights or pre-initial
Business Combination activity, and (c) the redemption of our public shares if we are unable to complete our initial Business Combination
within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration
statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering
but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time
to consummate a Business Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions,
including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in
accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law.

 As
we have filed a registration statement for an initial Business Combination, we had 15 months from the closing of the Initial Public
Offering (or up to 21 months from the closing of the Initial Public Offering or as extended by our stockholders in accordance with our
amended and restated certificate of incorporation) to complete the initial Business Combination (the "Combination Period").
However, if were are unable to complete the initial Business Combination within the Combination Period (and our stockholders have not approved
an amendment to our charter extending this time period), we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust
Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 On
May 1, 2023, the Company amended the Investment Management Trust Agreement (the "Trust Agreement") with Wilmington Trust,
National Association, a national banking association ("Wilmington Trust"), which was entered into on January 31, 2022 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are now amended, in part, so that the Company's ability to complete a business combination
may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the
Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account
following any redemptions in connection with the approval of the amendment to the Company's Amended and Restated Certificate of
Incorporation.

 Additionally,
the Sponsor has funded the first 30-day extension payment on May 3, 2023 and made subsequent extension payments on June 5 th
and July 6 th totaling $205,305 payments during the year ended on November 30, 2023. The Sponsor is entitled to the repayment
of these extension payments, without interest. If the Company completes its initial Business Combination, it will, at the option of the
Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of the Company in lieu
of repayment.

 In
connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4
million held in the Trust Account.

 On
November 2, 2023, as approved by the stockholders of the Company at the special meeting of stockholders held on November 2, 2023, the
Company and Wilmington Trust, National Association (the "Trustee") entered into Amendment No. 2 to Investment Management
Trust Agreement dated as of January 31, 2022, as amended by Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023,
(collectively the "Trust Agreement"). The Trust Agreement, as amended, reflects the extension of the date before which the
Company must complete a business combination from November 3, 2023, to February 3, 2024, and extends the date on which the Trustee must
liquidate the Trust Account if the Company has not completed its initial business combination.

 On
November 2, 2023, as approved by the Company's stockholders at a special meeting of stockholders, the Company amended the text
of Paragraph (c) of Section 9.1 of the Company's Certificate of Incorporation to extend the date by which the Company has to consummate
a business combination, such extension being for an additional three (3) month period from November 3, 2023, to February 3, 2024.

 As
of November 30, 2023 public stockholders who hold shares of Alset Class A Common Stock remain eligible to elect to have their shares
of Alset Capital Class A Common Stock redeemed for cash in connection with the Special Meeting held on August 1, 2023.

 Subsequent
Events

 On
September 9, 2022, the Company entered into an agreement and plan of merger (the "Merger Agreement") by and among the Company,
HWH International Inc., a Nevada corporation (the "Target") and HWH Merger Sub Inc., a Nevada corporation and a wholly owned
subsidiary of the Company ("Merger Sub"). The Company and Merger Sub are sometimes referred to collectively as the "ACAX
Parties." Pursuant to the Merger Agreement, a business combination between the Company and the Target was effected through the
merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned subsidiary of the Company (the
"Merger"). Upon the closing of the Merger (the "Closing"), the Company changed its name to "HWH International
Inc." The board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements
(as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger
Agreement and related transactions by the stockholders of the Company.

 The
Target was owned and controlled by certain member officers and directors of the Company and its sponsor. The Merger was consummated following
the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain
other customary closing conditions.

 The
total consideration to be paid at Closing (the "Merger Consideration") by the Company to the Target's shareholders
was $125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company ("Company Common Stock").
The number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000, with
each share being valued at $10.00.

 Since
the Closing on January 9, 2024, we now own the Target company acquired pursuant to the Merger Agreement. A description of our new business
model is set forth under New Business Overview, above.

 Liquidity
and Capital Resources

 As
of November 30, 2023, we had $585,654 in cash and a working capital deficit of $134,421.

 Our
liquidity needs up to November 30, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.
After consummation of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account
and working capital of approximately $1.65 million. In addition, in order to finance transaction costs in connection with a Business
Combination, our sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide
us Working Capital Loans. As of November 30, 2023, there were no amounts outstanding under any Working Capital Loans.

 Based
on the foregoing, management believes that we will have sufficient working capital to meet our needs through the earlier of the consummation
of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and
consummating the Business Combination.

 Results
of Operations

 As
of November 30, 2023, we had not commenced any operations. All activity for the period from October 20, 2021 (inception) through November
30, 2023 relates to our formation and the Initial Public Offering. We have neither engaged in any operations nor generated any revenues
to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.
We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the
Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as for due diligence expenses.

 For
the years ended November 30, 2023 and 2022, we had net income of $548,873 and $113,541, respectively.

 Contractual
Obligations

 As of November 30, 2023, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term
liabilities.

 Administrative
Services Agreement

 We
agreed to pay the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support services commencing
on the date that our securities were first listed on the NASDAQ Capital Market. Upon completion of the initial Business Combination or
our liquidation, we ceased paying these monthly fees.

 Registration
Rights

 The
holders of the founder shares, the placement units (including securities contained therein) and warrants (including securities contained
therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise
of the placement units and any shares of Class A common stock that may be issued upon exercise of the warrants issued upon conversion
as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration
rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring us to register
such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the
majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions
resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Underwriting
Agreement

 On
February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000.

 In
addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee will become
payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.

 Critical
Accounting Policies

 The
preparation of the consolidated financial statements and related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those estimates.

 The
Company has determined there are no critical accounting policies or estimates in the periods covered in this report.

 Critical
Accounting Estimate

 An
accounting estimate where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account
for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition
or operating performance is material.

 Critical
Accounting Policies and Practices

 A
company's accounting policies and practices that are both most important to the portrayal of the company's financial condition
and results, and require management's most difficult, subjective, or complex judgments, often because of the need to make estimates
about the effects of matters that are inherently uncertain.

 Off-Balance
Sheet Arrangements

 As
of November 30, 2023, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.

 Inflation

 We
do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

 Emerging
Growth Company Status

 We
are an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, (the "Securities
Act"), as modified by the Jumpstart our Business Startups Act of 2012, (the "JOBS Act"), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of our consolidated financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk

 Not required for smaller reporting companies.

 Item
8. Financial Statements and Supplementary Data

 HWH
International Inc.

 CONSOLIDATED
FINANCIAL STATEMENTS

 November
30, 2023 and 2022

 Contents

 Page(s)

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 206)

 Consolidated Balance Sheets as of November 30, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended November 30, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended November 30, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended November 30, 2023 and 2022

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 HWH
International Inc. (formerly known as Alset Capital Acquisition Corp.)

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of HWH International Inc. (formerly known as Alset Capital Acquisition
Corp.) and its subsidiary (collectively, (the "Company")) as of November 30, 2023 and 2022, and the related consolidated
statements of operations, changes in stockholders' deficit and cash flows for the years then ended, and the related notes
(collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of their
operations and their cash flows for the years ended November 30, 2023 and 2022, in conformity with accounting principles generally
accepted in the United States of America.

 Going
Concern Matter

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1 to the financial statements, the Company has no operating income, working capital deficit and negative cash flow from operations
which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are
also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
 MaloneBailey, LLP

 www.malonebailey.com

 We
have served as the Company's auditor since 2021.

 Houston,
Texas

 February 28, 2024

 F- 1

 HWH

CONSOLIDATED BALANCE SHEETS

 ASSETS

 Current assets:

 Cash

 $
 585,654

 $
 1,172,581

 Due from Sponsor

 -

 13,000

 Other current assets

 117,500

 9,043

 Total current assets

 703,154

 1,194,624

 Cash and marketable securities held in Trust Account

 21,252,639

 88,102,610

 Total assets

 $
 21,955,793

 $
 89,297,234

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued expenses

 $
 632,270

 $
 376,541

 Extension Loan – Related Party

 205,305

 -

 Total current liabilities

 837,575

 376,541

 Deferred underwriting compensation

 3,018,750

 3,018,750

 Total liabilities

 3,856,325

 3,395,291

 Commitments and contingencies (Note 6):

 -

 -

 Temporary equity:

 Class A common stock subject to possible redemption; 1,976,036 and 8,625,000 shares (at approximately $ 10.35 and $ 10.20 per share) as of November 30, 2023 and November 30, 2022, respectively

 20,457,011

 87,934,212

 Stockholders' deficit:

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 -

 -

 Class A common stock, $ 0.0001 par value; 50,000,000 shares authorized; 473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption) as of November 30, 2023 and November 30, 2022, respectively

 Class B common stock, $ 0.0001 par value; 5,000,000 shares authorized; 2,156,250 shares issued and outstanding as of November 30, 2023 and November 30, 2022, respectively

 Common stock, value

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 2,357,806
)

 ( 2,032,532
)

 Total stockholders' deficit

 ( 2,357,543
)

 ( 2,032,269
)

 Total liabilities and stockholders' deficit

 $
 21,955,793

 $
 89,297,234

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 2

 HWH

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For the Year

 For the Year

 Ended

 Ended

 EXPENSES

 Administration fee - related party

 $
 120,000

 $
 100,000

 General and administrative

 1,124,516

 589,646

 TOTAL EXPENSES

 1,244,516

 689,646

 OTHER INCOME

 Investment income earned on cash and marketable securities held in Trust Account

 2,215,619

 990,110

 TOTAL OTHER INCOME

 2,215,619

 990,110

 Pre-tax income

 971,103

 300,464

 Income tax expense

 ( 422,230
)

 ( 186,923
)

 Net income

 $
 548,873

 $
 113,541

 Weighted average number of shares of Class A common stock outstanding, basic and diluted

 5,218,670

 7,478,425

 Basic and diluted net income per share of Class A common stock

 $
 0.07

 $
 0.01

 Weighted average number of shares of Class B common stock outstanding, basic and diluted

 Basic and diluted net income per share of Class B common stock

 $
 0.07

 $
 0.01

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 3

 HWH

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

 Amount

 Amount

 Capital

 Deficit

 Total

 Class
A

 Common Stock

 Class
B

 Common Stock

 Additional Paid-in

 Accumulated

 Amount

 Amount

 Capital

 Deficit

 Total

 Balance at November 30, 2021

 -

 $
 -

 $

 $
 24,784

 $
 ( 5,000
)

 $
 20,000

 Issuance of Shares at Initial Public Offering

 8,625,000

 -

 -

 86,249,137

 -

 86,250,000

 Deferred underwriting compensation

 -

 -

 -

 -

 ( 3,018,750
)

 -

 ( 3,018,750
)

 Sale of Private Placement Units

 -

 -

 4,737,453

 -

 4,737,500

 Underwriter's fees and other issuance costs

 -

 -

 -

 -

 ( 2,200,348
)

 -

 ( 2,200,348
)

 Remeasurement of Class A common stock to redemption value

 ( 8,625,000
)

 ( 863
)

 -

 -

 ( 87,111,637
)

 -

 ( 87,112,500
)

 Class A Common Stock Measurement Adjustment

 -

 -

 -

 -

 1,319,361

 ( 1,319,361
)

 -

 Remeasurement of Class A common stock subject to possible redemption to redemption amount

 -

 -

 -

 -

 -

 ( 821,712
)

 ( 821,712
)

 Additional amount deposited into trust for loan extension

 Net income

 -

 -

 -

 -

 -

 113,541

 113,541

 Balance at November 30, 2022

 $

 $

 $
 -

 $
 ( 2,032,532
)

 $
 ( 2,032,269
)

 Balance

 $

 $

 $
 -

 $
 ( 2,032,532
)

 $
 ( 2,032,269
)

 Remeasurement of Class A common stock subject to possible redemption to redemption amount

 -

 -

 -

 -

 -

 ( 668,842
)

 ( 668,842
)

 Additional amount deposited into trust for loan extension

 -

 -

 -

 -

 -

 ( 205,305
)

 ( 205,305
)

 Net income

 -

 -

 -

 -

 -

 548,873

 548,873

 Balance at November 30, 2023

 $

 $

 $
 -

 $
 ( 2,357,806
)

 $
 ( 2,357,543
)

 Balance

 $

 $

 $
 -

 $
 ( 2,357,806
)

 $
 ( 2,357,543
)

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

 HWH

CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Year

 For the Year

 Ended

 Ended

 Cash Flows from Operating Activities:

 Net income

 $
 548,873

 $
 113,541

 Adjustments to reconcile net income to net cash used in operating activities:

 Investment income earned on cash and marketable securities held in Trust Account

 ( 2,215,619
)

 ( 990,110
)

 Formation and organization costs paid by related parties

 -

 5,000

 Changes in operating assets and liabilities:

 Other current assets

 ( 108,457
)

 ( 9,043
)

 Accounts payable and accrued expenses

 255,729

 366,541

 Net Cash Used in Operating Activities

 ( 1,519,474
)

 ( 514,071
)

 Cash Flows from Investing Activities:

 Due from Sponsor

 13,000

 ( 13,000
)

 Cash withdrawn from Trust Account for taxes

 919,547

 -

 Cash withdrawn form Trust Account for redemptions

 68,351,348

 -

 Cash deposited into Trust Account

 ( 205,305
)

 ( 87,112,500
)

 Net Cash Provided By (Used in) Investing Activities

 69,078,590

 ( 87,125,500
)

 Cash Flows from Financing Activities:

 Proceeds from sale of Units in Public Offering, net of underwriting fee

 -

 84,525,000

 Repayment of Class A Common Stock

 ( 68,351,348
)

 -

 Proceeds from sale of Private Placement Units

 -

 4,737,500

 Proceeds from extension loan

 205,305

 -

 Proceeds from related party advances

 33,475

 -

 Repayment of related party advances

 ( 33,475
)

 ( 211,153
)

 Payment of offering costs

 -

 ( 289,195
)

 Net Cash (Used in) Provided by Financing Activities

 ( 68,146,043
)

 88,762,152

 Net change in cash

 ( 586,927
)

 1,122,581

 Cash at beginning of the year

 1,172,581

 50,000

 Cash at end of the year

 $
 585,654

 $
 1,172,581

 Supplemental disclosure of non-cash financing activities:

 Deferred underwriters' commissions charged to temporary equity in connection with the Initial Public Offering

 $
 -

 $
 3,018,750

 Class A Common Stock measurement adjustment

 $
 -

 $
 1,319,361

 Initial classification of Class A Common Stock subject to redemption

 $
 -

 $
 87,112,500

 Remeasurement of Class A Common Stock subject to redemption

 $
 668,842

 $
 821,712

 Extension funds attributable to common stock subject to redemption

 $
 205,305

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

 HWH

 Notes
to the CONSOLIDATED financial statements

 FOR
THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

 NOTE
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

 HWH
International Inc. (the "Company") was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition
Corp. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses (the "Business Combination"). The Company consummated the Business
Combination on January 9, 2024 and changed its name from Alset Capital Acquisition Corp. to HWH International Inc. The Company is an
early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging
growth companies.

 As
of November 30, 2023, the Company has not commenced any operations. All activity for the period from October 20, 2021 (inception) through
November 30, 2023 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which
is described below and the pursuit of a suitable acquisition candidate. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end, which
upon closing of Business Combination on January 9, 2024 has automatically changed to December 31.

 On
September 9, 2022, the Company entered into an agreement and plan of merger (the "Merger Agreement") by and among the Company,
HWH International Inc., a Nevada corporation ("HWH") and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary
of the Company ("Merger Sub"). The Company and Merger Sub are sometimes referred to collectively as the "ACAX Parties."
Pursuant to the Merger Agreement, a business combination between the Company and HWH was to be effected through the merger of Merger
Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the "Merger"). Upon the
closing of the Merger (the "Closing"), the Company changed its name to "HWH International Inc." Prior to the
Closing, the board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as
defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement
and related transactions by the stockholders of the Company.

 HWH
is wholly–owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited. Alset
International Limited is majority-owned and controlled by certain officers and directors of the Company and its sponsor. The Company's
sponsor is owned by Alset International Limited and Alset Inc.; Alset Inc. is the majority stockholder of Alset International Limited,
and Chan Heng Fai, the Company's Chairman is also the majority stockholder, Chairman and Chief Executive Officer of Alset Inc.,
and the Chairman and Chief Executive Officer of HWH and Alset International Limited. The Merger was consummated on January 9, 2024, following
the receipt of the required approval by the shareholder of HWH and the satisfaction of certain other customary closing conditions. This
transaction was approved by the stockholders of the Company at the Special Meeting of stockholders held on August 1, 2023.

 The
total consideration paid at Closing (the "Merger Consideration") by the Company to the HWH shareholders was $ 125,000,000,
and was paid in shares of Class A common stock, par value $ 0.0001
 per share, of the Company ("Company Common
Stock"). The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be
 12,500,000.
Refer to Note 9 – Subsequent Event.

 The
registration statement for the Company's Initial Public Offering was declared effective on January 31, 2022. On February 3, 2022,
the Company consummated the Initial Public Offering of 8,625,000 units ("Units" and, with respect to the shares of common
stock included in the Units being offered, the "Public Shares"), generating gross proceeds of $ 86,250,000, which includes
the full exercise of the underwriters' option to purchase an additional 1,125,000 Units generating additional gross proceeds to
the Company of $ 11,250,000, which is described in Note 3.

 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of 473,750 units (the "Private Placement
Units") at a price of $ 10.00 per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the "Sponsor")
generating gross proceeds to the Company in the amount of $ 4,737,500.

 F- 6

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal
to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). Upon the closing of the Initial Public Offering, management has agreed that an amount equal
to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private Placement Units, will be held in
a trust account ("Trust Account"), located in the United States and invested only in U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.

 The
Company will provide the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.10 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company's warrants. The Public Shares subject to redemption will be recorded at a
redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting
Standards Codification ("ASC") Topic 480 " Distinguishing Liabilities from Equity."

 All
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's
liquidation, if there is a stockholder vote or tender offer in connection with the Company's Business Combination and in connection
with certain amendments to the Company's Certificate of Incorporation. In accordance with the rules of the U.S. Securities and
Exchange Commission (the "SEC") and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside
of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial
carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC
470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we
have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that
it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize
changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value
at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated
as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Public
Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions
of the Company's Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to
an agreement relating to the Company's Business Combination.

 If
the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority
of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange
rule. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide
to hold a stockholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of
incorporation (the "Certificate of Incorporation"), conduct the redemptions pursuant to the tender offer rules of the U.S.
Securities and Exchange Commission and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides
to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with
a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during
or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to
redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

 F- 7

 Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a "group" (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")), will be restricted from redeeming its shares with respect to more
than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.

 The
holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held
by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation
(i) to modify the substance or timing of the Company's obligation to allow redemptions in connection with a Business Combination
or to redeem 100 % of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to stockholders' rights or pre-business combination activity, unless
the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

 The
Company's Amended and Restated Certificate of Incorporation of February 2, 2022 provided that if the Company had not completed
a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we had filed a proxy statement,
registration statement or similar filing for an initial Business Combination within 12 months from the consummation of Initial Public
Offering but had not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period
of time to consummate a Business Combination, at the election of the Company by two separate three month extensions, subject to satisfaction
of certain conditions, including the deposit of up to $ 862,500 ($ 0.10 per unit in either case) for each three month extension, into the
trust account, or as extended by the Company's stockholders in accordance with our amended and restated certificate of incorporation),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay
taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish Public Stockholders' rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining
stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete
a Business Combination within the Combination Period.

 The
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in
or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00).

 In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00
per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company's independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

 F- 8

 On
May 1, 2023, the Company amended the Investment Management Trust Agreement (the "Trust Agreement") with Wilmington Trust,
National Association, a national banking association ("Wilmington Trust"), which was entered into on January 31, 2022 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are now amended, in part, so that the Company's ability to complete a business combination
may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the
Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account
following any redemptions in connection with the approval of the amendment to the Company's Amended and Restated Certificate of
Incorporation.

 In
connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $ 68.4
million held in the Trust Account.

 During
the year ended November 30, 2023, the Company withdrew $ 919,547 from the Trust account. $ 706,490 of these funds were used to pay income
and franchise taxes. $ 213,057 remain in the Company's bank account for future taxes and dissolution expenses.

 Going
Concern and Management's Plan

 The
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
the completion of its initial business combination, at the earliest. In addition, the Company expects to have negative cash flows from
operations as it pursues an initial business combination target. In connection with the Company's assessment of going concern considerations
in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern" the Company does not currently have adequate liquidity to sustain operations, which consist
solely of pursuing a Business Combination.

 On
January 9, 2024, the Company consummated the business combination (the "Closing") contemplated by the previously announced
Agreement and Plan of Merger, dated as of September 9, 2022 (the "Merger Agreement"). The Company's common stock commenced
trading on the Nasdaq Global Market LLC under the ticker symbol "HWH" on January 9, 2024, and the Company's warrants
are expected to commence trading under the symbol "HWHW" at a later date.

 The
Company has incurred continuing losses from its operations and has a working capital deficit $ 134,421 as of November 30, 2023.
The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise
capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.
If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,
which could harm its financial condition and operating results.

 These
conditions raise substantial doubt about the Company's ability to continue ongoing operations. These consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.

 F- 9

 NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America ("US GAAP") and pursuant to the rules and regulations of the SEC.

 Principles
of Consolidation

 The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended (the "Securities
Act"), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the "JOBS Act"), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.

 Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company's consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 Use
of Estimates

 The
preparation of the consolidated financial statements in conformity with US GAAP requires the Company's management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the balance sheet.

 Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $ 585,654 and $ 1,172,581 as of November 30, 2023 and November 30, 2022, respectively. The Company had no cash
equivalents as of November 30, 2023 and November 30, 2022.

 F- 10

 Investments
held in Trust Account

 At
November 30, 2023 and 2022, the Company had approximately $ 21.3 million and $ 88.1 million, respectively, in investments in treasury securities
held in the Trust Account.

 Offering
Costs associated with the Initial Public Offering

 The
Company complies with the requirements of the Financial Accounting Standards Board ("FASB") ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin ("SAB") Topic 5A, Offering Costs. Offering costs of $ 475,348 consist principally of costs incurred
in connection with the preparation for the Initial Public Offering. These costs, together with the underwriter's discount of $ 4,743,750,
were allocated between temporary equity, the Public Warrants and the Private Units in a relative fair value method upon completion of
the Initial Public Offering.

 Class
A common stock subject to possible redemption

 The
Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 " Distinguishing
Liabilities from Equity ". Common stock subject to possible redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company's
control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders' equity.
The Company's Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company's
control and subject to the occurrence of uncertain future events. Accordingly, at November 30, 2023 and 2022, the Class A common stock
subject to possible redemption in the amount of $ 20,457,011 and $ 87,934,212, respectively, are presented as temporary equity, outside
of the stockholders' equity section of the Company's balance sheets.

 Net
income per share

 Net
income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during
the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between
the two classes of shares. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants
issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not
yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.

 The
following tables reflects the calculation of basic and diluted net income (loss) per common share:

 SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

 Class A

 Class B

 For the Year Ended

 Class A

 Class B

 Basic and diluted net income per share of common stock

 Numerator:

 Allocation of net income

 $
 388,396

 $
 160,477

 Denominator:

 Basic and diluted weighted average shares outstanding

 5,218,670

 Basic and diluted net income per share of common stock

 $
 0.07

 $
 0.07

 F- 11

 Class A

 Class B

 For the Year Ended

 Class A

 Class B

 Basic and diluted net income per share of common stock

 Numerator:

 Allocation of net income

 $
 88,130

 $
 25,357

 Denominator:

 Basic and diluted weighted average shares outstanding

 7,478,425

 Basic and diluted net income per share of common stock

 $
 0.01

 $
 0.01

 Income
Taxes

 The
Company follows the asset and liability method of accounting for income taxes under ASC 740, " Income Taxes." Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statements' recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November
30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

 The
Inflation Reduction Act ("IR Act") was enacted on August 16, 2022. The IR Act includes provisions imposing a 1 % excise
tax on share repurchases that occur after December 31, 2022 and introduces a 15 % corporate alternative minimum tax ("CAMT")
on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the
IR Act to have a material adverse impact to our consolidated financial statements.

 Delaware Franchise Tax

 Delaware,
where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to
do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on
assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated
rate based on the number of authorized shares. During years ended November 30, 2023 and 2022 the company incurred $ 205,000 and $ 168,398
in Delaware franchise tax respectively.

 Concentration
of Credit Risk

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000. The Company has not experienced losses on this account.

 The
Company had uninsured cash of $ 335,654 and $ 922,581 as of November 30, 2023, and November 30, 2022, respectively.

 F- 12

 Fair
Value of Financial Instruments

 Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level
 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level
 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
 prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
 and

 Level
 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
 such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 Recent
Accounting Standards

 Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company's consolidated financial statements.

 NOTE
3 — INITIAL PUBLIC OFFERING

 Pursuant
to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $ 10.00 per Unit generating gross proceeds to the Company
in the amount of $ 75,000,000. Each Unit consists of one share of Class A common stock, one-half of one redeemable warrant ("Public
Warrant") and one right. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price
of $ 11.50 per share, subject to adjustment (see Note 7). Each right entitles the holder thereof to receive one-tenth (1/10) of one share
of Class A common stock upon the consummation of an initial Business Combination.

 On
February 3, 2022, the underwriters purchased an additional 1,125,000 Units pursuant to the full exercise of the over-allotment option.
The Units were sold at an offering price of $ 10.00 per Unit, generating additional gross proceeds to the Company of $ 11,250,000.

 NOTE
4 — PRIVATE PLACEMENTS

 Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of
$ 10.00 per Private Placement Unit generating gross proceeds in the amount of $ 4,400,000. In connection with the full exercise of the
over-allotment option, the Sponsor purchased an additional 33,750 Private Placement Units at a purchase price of $ 10.00 per Unit for
total gross proceeds of $ 337,500. Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one
right. Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon
the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class
A common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

 The
proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private
Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A common stock issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of
an Initial Business Combination, subject to certain exceptions.

 F- 13

 NOTE
5 — RELATED PARTIES

 Founder

 On
November 8, 2021, the Sponsor received 2,156,250 shares of the Company's Class B common stock (the "Founder Shares")
for $ 25,000. The Founder Shares include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters'
over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately
 20 % of the Company's issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units
and underlying securities). In connection with the exercise of the underwriters' overallotment option, these shares are no longer
subject to forfeiture.

 The
holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)
if the last reported sale price of the Class A common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities
or other property.

 Promissory
Note — Related Party

 On
November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the "Promissory Note"), pursuant to which
the Company may borrow up to an aggregate principal amount of $ 300,000. The Promissory Note is non-interest bearing and payable on the
earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering. As of November 30, 2023 and November 30, 2022, there
was no amount outstanding under the Promissory Note.

 Advances
from Related Party

 The
Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand
and are non-interest bearing. During the year ended November 30, 2022, the Sponsor paid a total of $ 75,000 of offering and operating
costs on behalf of the Company. During the year ended November 30, 2022, the Company repaid the outstanding balance of $ 211,153. During
the year ended November 30, 2023, the Sponsor paid a total of $ 33,475 of operating costs on behalf of the Company. During the year ended
November 30, 2023, the Company repaid the outstanding balance. As of November 30, 2023 and November 30, 2022, $ 0 and $ 0 was due to the
related party, respectively.

 General
and Administrative Services

 Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office
space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the Initial Business Combination
or the Company's liquidation, the Company will cease paying these monthly fees. During the years ended November 30, 2023 and 2022,
the Company recorded charges of $ 120,000 and $ 100,000, respectively, to the statement of operations pursuant to the agreement.

 F- 14

 Related
Party Loans

 Working
Capital Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of the notes may be converted upon completion
of a Business Combination into units at a price of $ 10.00 per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of November
30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.

 Extension
Loan

 On
May 1, 2023, the Company amended the Investment Management Trust Agreement (the "Trust Agreement") with Wilmington Trust,
National Association, a national banking association ("Wilmington Trust"), which was entered into on January 31, 2022 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are now amended, in part, so that the Company's ability to complete a business combination
may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the
Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account
following any redemptions in connection with the approval of the amendment to the Company's Amended and Restated Certificate of
Incorporation. The Sponsor has funded the first 30-day extension payment on May 3, 2023 and made subsequent extension payments on June
5 th and July 6 th totaling $ 205,305 payments during the year ended on November 30, 2023. The Sponsor is entitled
to the repayment of these extension payments, without interest. If the Company completes its initial Business Combination, it will, at
the option of the Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of
the Company in lieu of repayment. As of November 30, 2023 and 2022 there was $ 205,305 and $ 0, respectively, outstanding under the extension
loan.

 Due
from Sponsor

 Due
from sponsor was $ 0 and $ 13,000 at November 30, 2023 and November 30, 2022, respectively and represents expenses paid by the Company
on behalf of the Sponsor.

 NOTE
6 — COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration
statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required
to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are
released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.

 Underwriting
Agreement

 The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 3,
2022, the underwriters elected to fully exercise their over-allotment option. The Units were sold at an offering price of $ 10.00 per
Unit, generating additional gross proceeds to the Company of $ 11,250,000.

 The
underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 1,725,000 in the aggregate, upon the closing of the Initial
Public Offering. In addition, the underwriters will be entitled to a deferred fee of $ 0.35 per Unit, or $ $ 3,018,750 in the aggregate.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement.

 F- 15

 NOTE
7 — STOCKHOLDERS' EQUITY

 Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share. As
of November 30, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

 Class
A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $ 0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of November 30, 2023 and 2022, there were 473,750
shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000, respectively, shares of the
Class A Common Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

 Class
B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $ 0.0001
per share. Holders of Class B common stock are entitled to one vote for each share. As of November 30, 2023 and 2022, there were 2,156,250
shares of Class B common stock issued and outstanding.

 Only
holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of
our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders'
agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance
arrangements that differ from those that were in effect upon completion of the Initial Public Offering.

 The
shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or
deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the
ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding
upon the completion of the Initial Public Offering (excluding the placement units and underlying securities).

 Rights
 - Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically
receive one-tenth (1/10) of one share of common stock upon consummation of the initial Business Combination. The Company will not issue
fractional shares in connection with an exchange of rights. Fractional shares will either be rounded to the nearest whole share or otherwise
addressed in accordance with Section 155 of the Delaware General Corporation Law, as further described herein. We will make the determination
of how we are treating fractional shares at the time of our initial Business Combination and will include such determination in the proxy
materials we will send to stockholders for their consideration of such initial Business Combination.

 Warrants
 — Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.

 F- 16

 The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination being
declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the
warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a "cashless basis"
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.

 Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:

 in
 whole and not in part;

 at
 a price of $ 0.01 per Public Warrant;

 upon
 a minimum of 30 days' prior written notice of redemption, or the 30-day redemption period to each warrant holder; and

 if,
 and only if, the last reported sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits,
 stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
 the trading day prior to the date on which the Company sends the notice of redemption to warrant holders.

 If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.

 If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a "cashless basis," as described in the warrant agreement. The exercise
price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as
described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company's assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

 The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except
the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not
be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

 F- 17

 NOTE
8 — INCOME TAXES

 The
Company's deferred tax assets are as follows at November 30, 2023 and 2022:

 SCHEDULE
OF DEFERRED TAX ASSETS

 2023

 2022

 Deferred tax asset

 Net operating loss

 $
 -

 $
 -

 Startup/organizational costs

 327,760

 241,940

 Total deferred tax asset

 327,760

 241,940

 Valuation allowance

 ( 327,760
)

 ( 241,940
)

 Deferred tax asset, net of allowance

 $
 -

 $
 -

 The
income tax provision (benefit) consists of the following for the year November 30, 2023 and November 30, 2022:

 SCHEDULE
OF INCOME TAX BENEFIT

 2023

 2022

 Federal

 Current

 $
 422,230

 $
 186,923

 Deferred

 -

 -

 State and Local

 Current

 -

 -

 Deferred

 -

 -

 Income tax provision / (benefit)

 $
 422,230

 $
 186,923

 In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For
the year ended November 30, 2023 and 2022, the change in the valuation allowance was $ 203,935 and $ 123,825, respectively.

 A
reconciliation of the statutory tax rate to the Company's effective tax rates for the year ended November 30, 2023 and 2022:

 SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 Year Ended
 2023

 Year Ended
 2022

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 State taxes, net of federal tax benefit

 -

 -

 Other

 1.48

 -

 Change in valuation allowance

 21.00

 41.21

 Income tax provision (benefit)

 43.48
 %

 62.21
 %

 NOTE
9 — SUBSEQUENT EVENT

 On
January 9, 2024, the Company announced the completion of its previously announced business combination. In connection with the Business
Combination, Alset changed its name from Alset Capital Acquisition Corp. to HWH International Inc.

 As
a result of the Business Combination, each share of Class A common stock was cancelled and converted into shares of the
Company's common stock, on the terms set forth in the Merger Agreement, dated September 9, 2022. Pursuant to the terms of the
Merger Agreement, the aggregate number of shares of Company common stock that was delivered as consideration in the Business
Combination was 12,500,000
shares.

 Also,
as a result of the Business Combination, each outstanding share of Class B common stock, with par value of $ 0.0001 per share, of Alset
(the "Class B Common Stock"), automatically converted into one share of Class A common stock, with $ 0.0001 par value per
share, of Alset (the "Class A Common Stock"), and then subsequently converted into one share of Company common stock.

 In
lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction
Agreement, pursuant to which EF Hutton accepted a combination of $ 325,000
 in cash (the "Cash Payment") upon
the closing of the business combination, 149,443
 shares of the Company's common stock (the
"Shares") and a $ 1,184,375
 promissory note (the "Promissory Note")
as full satisfaction of the Deferred Underwriting Commission.

 1,942,108
 shares of the Company's common stock were redeemed in connection with the Business Combination at a redemption price of
$ 10.66 per share. Following the Business Combination, 909,875
 new shares of the Company's common stock were issued in connection with the conversion of rights into HWH common shares.

 F- 18

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 Not
Applicable.

 Item
9A. Controls and Procedures.

 Evaluation
of Disclosure Controls and Procedures

 In
connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our
Chief Executive Officers and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of November 30, 2023. Disclosure controls and
procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management,
including the Chief Executive Officers and Chief Financial Officers, to allow timely decisions regarding required disclosure.

 During
evaluation of disclosure controls and procedures as of November 30, 2023, conducted as part of our annual audit and preparation of our
annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls
and procedures and concluded that our disclosure controls and procedures were ineffective for those reasons set forth below.

 Management's
Report on Internal Control over Financial Reporting

 Management
is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management's
judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

 Management
is also responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial
reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data.
Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including
the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control
over financial reporting can provide only reasonable assurance with respect to financial statement presentation. Further, because of
changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

 In
order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most
recently for its financial reporting as of November 30, 2023. This assessment was based on criteria for effective internal control over
financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)
of the Treadway Commission. In connection with management's evaluation of the effectiveness of the Company's internal control
over financial reporting as of November 30, 2023, management determined that the Company did not maintain effective controls over financial
reporting due to limited staff. This limited number of staff prevents us from segregating duties within our internal control system and
restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures. Management determined
that the ineffective controls over financial reporting constitute a material weakness.

 This
annual report filed on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding
internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in
this annual report.

 Changes
in Internal Control over Financial Reporting

 We
continue taking steps to enhance and improve the design of our internal controls over financial reporting. During the period covered
by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience.

 Item
9B. Other Information.

 None

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance.

 Identification
of directors and executive officers

 The
name, age and position of our officers and directors are set forth below:

 Name

 Age

 Position(s)

 Heng
 Fai Ambrose Chan

 Executive
 Chairman, Director

 John
 "J.T." Thatch

 Chief
 Executive Officer

 Rongguo
 (Ronald) Wei

 Chief
 Financial Officer

 Lim
 Sheng Hon Danny

 Chief
 Operating Officer

 William
 Wu

 Independent

 Wong
 Shui Yeung

 Independent

 Wong
 Tat Keung

 Independent

 The
mailing address for each of the officers and directors named above is c/o of the Company at: 4800 Montgomery Lane, Suite 210, Bethesda,
MD, 20814.

 Business
Experience

 Heng
Fai Ambrose Chan. Mr. Chan has served as our Chairman since October of 2021, and served as our Chief Executive Officer from October
of 2021 to January of 2024. Mr. Chan has over forty-five years of experience in the financial and equity investment industry. Mr. Chan
is the founder of Alset Inc. and has served as its Chairman of the Board and Chief Executive Officer since that company's inception
in March 2018. Mr. Chan is an expert in banking and finance. He has restructured numerous companies in various industries and countries
during the past 40 years. Mr. Chan has served as the Chief Executive Officer of Alset International Limited since April 2014. Mr. Chan
joined the Board of Directors of Alset International Limited in May 2013. From 1995 to 2015, Mr. Chan served as Managing Chairman of
Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment holding company. Mr. Chan had previously
served as a member of the Board of Zensun Enterprises Limited since September 1992. Mr. Chan was formerly the Managing Director of SingHaiyi
Group Ltd., a public Singapore property development, investment and management company ("SingHaiyi"), from March 2003 to
September 2013, and the Executive Chairman of China Gas Holdings Limited, an investor and operator of the city gas pipeline infrastructure
in China from 1997 to 2002. Mr. Chan has served as a non-executive director of DSS, Inc. (formerly known as Document Security Systems,
Inc.) since January 2017 and as Chairman of the Board since March 2019. Mr. Chan has served as a member of the Board of Directors of
OptimumBank Holdings, Inc. since June 2018. He has also served as a non-executive director of our indirect subsidiary LiquidValue Development
Inc. since January 2017. Mr. Chan has served as a director of Alset Inc.'s 99.7%-owned subsidiary Hapi Metaverse Inc. since October
2014. Mr. Chan has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020. Mr. Chan
has served as a member of the Board of Value Exchange International, Inc. since December 2021. Mr. Chan also served as a non-executive
director of Holista CollTech Ltd. from July 2013 until June 2021.

 Mr.
Chan was formerly a director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.
He also served as a director of Skywest Ltd., a public Australian airline company from 2005 to 2006. Mr. Chan served as a member of the
Board of Directors of RSI International Systems, Inc., the developer of RoomKeyPMS, a web-based property management system, from June
2014 to February 2019.

 Mr. Chan is the Chairman and Chief Executive Officer of Alset Inc.,
the majority owner of HWH's parent company, Alset International Limited, and Alset Investment Pte Ltd.; the owners of our sponsor.
Mr. Chan also serves as the Executive Chairman, Director, and Hapi Wealth Builder Division Head of HWH, and the Executive Chairman of
Sharing Services Global Corporation, a company partly owned by DSS, Inc., an entity in which Alset Inc. has a significant ownership stake.

Qualifications of Heng Fai Ambrose Chan:

 The
board of directors appointed Mr. Chan in recognition of his abilities to assist the Company in expanding its business and the contributions
he can make to the Company's strategic direction.

 John
"JT" Thatch. Mr. Thatch has served as HWH's Chief Executive Officer since January 9, 2024. Mr. Thatch has
also served as a director of DSS, Inc., a NYSE traded company, from May 2019 to October 2023, during which time he was their Lead Independent
Director. Mr. Thatch is an accomplished, energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and
shareholder value any organization. Mr. Thatch has successfully started, owned and operated several sized businesses in various industries,
including service, retail, wholesale, on-line learning, finance, real estate management and technology companies. Since March 2018, Mr.
Thatch has served as the President, Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation, a publicly traded
holding company focused in the direct selling and marketing industry. He is a minority member of Superior Wine & Spirits, a Florida-based
wholesale company since February of 2016. Mr. Thatch served as Chief Executive Officer of Universal Education Strategies, Inc. from January
2009 to January 2016, an organization involved in the development and sales of educational products and services. From 2000 to 2005,
he was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group "OEG",
once a global leader in the development of cutting-edge thermal management technologies for integrated LED technologies, circuits, superconductors
and solar energy solutions. Mr. Thatch was responsible for all aspects of the company including board and stockholder communications,
public reporting and compliance with Sarbanes-Oxley, structuring and managing the firm's financial operations, and expansion initiatives
for all corporate products and services. Mr. Thatch's public company financial and management experience in the strategic growth
and development of various companies qualify him to serve as Chief Executive Officer of HWH.

 Rongguo
(Ronald) Wei. Mr. Wei has served as our Chief Financial Officer since October of 2021. Mr. Wei is a finance professional with more
than 15 years of experience working in public and private corporations in the United States. As the Co-Chief Financial Officer of Alset
Inc., the majority shareholder of Alset International Limited, HWH's owner, and Chief Financial Officer of SeD Development Management
LLC, Mr. Wei is responsible for oversight of all finance, accounting, reporting and taxation activities for those companies. Prior to
joining SeD Development Management LLC in August 2016, Mr. Wei worked for several different U.S. multinational and private companies
including serving as Controller at American Silk Mill, LLC, a textile manufacturing and distribution company, from August 2014 to July
2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc., a manufacturing company, from January 2013 to June
2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc., a personal products company, from 2011 to 2012.
Mr. Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc., a biotech company, from February to May 2017,
and has served as Chief Financial Officer of that company from February 2017 until November 2017. Before Mr. Wei came to the United States,
he worked as an equity analyst at Hong Yuan Securities, an investment bank in Beijing, China, concentrating on industrial and public
company research and analysis. Mr. Wei is a certified public accountant and received his Master of Business Administration from the University
of Maryland and a Master of Business Taxation from the University of Minnesota. Mr. Wei also holds a Master in Business degree from Tsinghua
University and a Bachelor's degree from Beihang University.

 Lim
Sheng Hon Danny. Mr. Lim was appointed Chief Operating Officer of HWH International Inc. in February of 2024 and also serves as Chief
Strategy Officer of the Company. Mr. Lim has also served as a director of Alset Inc. (NASDAQ: AEI) since October 2022, and has served
as Senior Vice President, Business Development and as Executive Director of Alset Inc.'s subsidiary, Alset International Limited
(SGX:40V), a publicly traded company on the Singapore Stock Exchange, since 2020. Mr. Lim has over 7 years of experience in business
development, merger & acquisitions, corporate restructuring and strategic planning and execution. Mr. Lim graduated from Singapore
Nanyang Technological University with a Bachelor' Degree with Honors in Business, specializing in Banking and Finance.

 We
have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight,
private equity investment management and capital markets experience. Included in this group is Mr. William Wu, Mr. Wong Shui Yeung (Frankie)
and Mr. Wong Tat Keung (Aston).

 William
Wu. Mr. Wu has served as a member of our Board of Directors since January of 2022. Mr. Wu previously served as the Executive
Director and Chief Executive Officer of Power Financial Group Limited from November 2017 to January 2019. Mr. Wu has served on the
Board of Directors of Alset Inc. since November of 2020. Mr. Wu has served as an independent non-executive director of JY Grandmark
Holdings Limited since November 2019. Mr. Wu has served as a member of the Board of Directors of DSS, Inc. since October of 2019.
Mr. Wu has served as a Director of Asia Allied Infrastructure Holdings Limited since February 2015. Mr. Wu previously served as a
Director and Chief Executive Officer of RHB Hong Kong Limited from April 2011 to October 2017. Mr. Wu served as the Chief Executive
Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September
2010. Mr. Wu holds a Bachelor of Business Administration degree and a Master of Business Administration degree of Simon Fraser
University in Canada. He was qualified as a Chartered Financial Analyst of The Institute of Chartered Financial Analysts in
1996.

 Mr.
Wu previously worked for a number of international investment banks and possesses over 27 years of experience in the investment banking,
capital markets, institutional broking and direct investment businesses. He is a registered license holder to carry out Type 6 (advising
on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong). We believe that Mr. Wu's knowledge of complex, cross-border financial matters is highly relevant to our business
and qualifies him to serve as an independent member of the board.

Qualifications of Mr. Wu:

 Mr.
Wu demonstrates extensive knowledge of complex, cross-border financial matters highly relevant to our business, making him well-qualified
to serve as an independent member of the board. Mr. Wu serves on our Audit Committee and Compensation Committee.

 Wong
Shui Yeung (Frankie). Mr. Wong has served as a member of our Board of Directors since January of 2022. Mr. Wong is a practicing
member and fellow of Hong Kong Institute of Certified Public Accountants. He holds a bachelor's degree in business
administration. He has over 25 years' experience in accounting, auditing, corporate finance, corporate investment and
development, and company secretarial practice. Mr. Wong has served as a director of Alset Inc. and DSS Inc. since November 2021 and
July 2022 respectively, the shares of which are listed on NASDAQ, Value Exchange International, Inc. since April 2022, the shares of
which are listed on the OTCQB. He has served as an independent non-executive director of Alset International Limited since June
2017, the shares of which are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited
since February 2024, the shares of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited.. Mr. Wong was an
Independent Non-Executive Director of SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group
Holdings Limited from December 2019 to November 2020, the shares of which were listed on the Main Board of The Stock Exchange of
Hong Kong Limited.

Qualifications of Mr. Wong:

 Mr.
Wong's knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as working
experience in internal corporate controls, qualify him to serve as an independent member of the board. Mr. Wong serves on our Audit Committee
and Compensation Committee.

 Wong
Tat Keung (Aston). Mr. Wong has served as a member of our Board of Directors since January of 2022. Mr. Wong has over 20 years'
experience in audit, accounting, taxation and business advisory. Mr. Wong has served as a director of Alset Inc. since November 2020.
Since 2010, Mr. Wong has served as the director of Aston Wong CPA Limited. He has been an independent non-executive director of Alset
International since January 2017, and a director of Alset Inc. since November 2020. Mr. Wong has been an independent non-executive director
of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director
of Lerthai Group Limited, a property, investment, management and development company, since December 2018. Previously, he served as the
director and sole proprietor of Aston Wong & Co., a registered certified public accounting firm, from January 2006 to February 2010.
From January 2005 to December 2005, he was a Partner at Aston Wong, Chan & Co., Certified Public Accountants. From April 2003 to
December 2004, he served at Gary Cheng & Co., Certified Public Accountants as Audit Senior. He served as an Audit Junior to Supervisor
of Hui Sik Wing & Co., certified public accountants from April 1993 to December 1999. He served as an independent non-executive director
of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December 2009 to July 2015. Mr. Wong is a Certified Public Accountant admitted
to practice in Hong Kong. He is a Fellow Member of Association of Chartered Certified Accountants and an Associate Member of the Hong
Kong Institute of Certified Public Accountants. He holds a Master in Business Administration degree (financial services) from the University
of Greenwich, London, England.

Qualifications of Mr. Wong:

 Mr.
Wong demonstrates extensive knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business,
as well as working experience in internal corporate controls, making him well-qualified to serve as an independent member of the board.
Mr. Wong serves on our Audit Committee and Compensation Committee.

 Family
Relationships

 There
are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors
or officers of the Company.

 Section
16(a) Beneficial Ownership Reporting Compliance

 To
our knowledge, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file
on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended November 30, 2023.

 Code
of Ethics

 We
adopted a code of ethics on January 31, 2022, that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions.

 Corporate
Governance

 There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee.

 Board
Committees

 Our
Board of Directors has an Audit Committee and a Compensation Committee. Each of these committees is currently composed of Wong Tat Keung,
William Wu and Wong Shui Yeung.

 Our
Audit Committee and Compensation Committee will each comply with the listing requirements of the Nasdaq Marketplace Rules. At least one
member of the Audit Committee will be an "audit committee financial expert," as that term is defined in Item 407(d)(5)(ii)
of Regulation S-K, and each member will be "independent" as that term is defined in Rule 5605(a) of the Nasdaq Marketplace
Rules. Our Board of Directors has determined that each of Wong Tat Keung, William Wu and Wong Shui Yeung is independent.

 Involvement
in Certain Legal Proceedings

 None
of our directors, executive officers and control persons/promoters has been involved in any of the following events during the past ten
years:

 Any
 bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
 time of the bankruptcy or within two years prior to that time,

 Any
 conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 Being
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities
 or banking activities; or

 Being
 found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
 violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 Conflicts
of Interest

 In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:

the corporation could financially undertake the opportunity;

the opportunity is within the corporation's line of business; and

it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 Upon
the closing of the initial business combination, the Company's Code of Ethics will be amended to require it to avoid, wherever
possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved
by the Board (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved
will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3)
any (a) executive officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common
Stock, or (c) immediate family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material
interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest
situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits
as a result of his or her position. As a result of the close relationship between HWH and the Company, in the event that the initial
business combination with HWH is consummated, it will not be possible to avoid such related party conflicts.

 The
Company's audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions
to the extent the Company enters into such transactions. The audit committee will consider all relevant factors when determining whether
to approve a related party transaction, including whether the related party transaction is on terms no less favorable to the Company
than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related
party's interest in the transaction. No director may participate in the approval of any transaction in which he is a related party,
but that director is required to provide the audit committee with all material information concerning the transaction. The Company also
requires each of its directors and executive officers to complete a directors' and officers' questionnaire that elicits information
about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 As
a result of the relationship between HWH and the Company, the Company obtained a fairness opinion in connection with the board's
approval of the Agreement and Plan of Merger with HWH.

 Item
11. Executive Compensation.

 Unless
otherwise indicated or the context otherwise requires, references in this section to "we," "our," "us"
and other similar terms refer to HWH International Inc. before the Business Combination.

 None of our executive officers has received any cash compensation for services
rendered to us. We agreed to pay to our Alset Management Group Inc. a total of $10,000 per month for office space, utilities and secretarial
and administrative support. Upon completion of our initial business combination or our liquidation, we ceased paying these monthly fees.
No compensation of any kind, including any finder's fee, reimbursement, consulting fee or monies in respect of any payment of a
loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors, prior to, or in
connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the
type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with
activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates.
Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly
audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments
to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial
business combination.

 After
the completion of our initial business combination, directors or members of our management team who remain with us or the Combined Company
may be paid consulting or management fees, or other fees, from the Combined Company. We have not established any limit on the amount
of such fees that may be paid by the Combined Company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management's motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.

 Outstanding
Equity Awards at Fiscal Year-End

 There
were no grants of stock options through the date of this report.

 We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 The
board of directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in
the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the "Committee").
The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based
stock option plan for its officers and directors.

 Stock
Awards Plan

 The
company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Security
Ownership

 The
following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock
as of February 28, 2024, referred to in the table below as the "Beneficial Ownership Date," by:

 each
 person who is known to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

 each
 member of our board of directors, director nominees and each of our named executive officers individually; and

 all
 of our directors, director nominees and executive officers as a group.

 Beneficial
ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of common stock subject to stock options or warrants held by that person that are currently
exercisable or exercisable within 60 days of the Beneficial Ownership Date and shares of restricted stock subject to vesting until the
occurrence of certain events, are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other
person (however, neither the stockholder nor the directors and officers listed below own any stock options or warrants to purchase shares
of our common stock at the present time). The percentages of beneficial ownership are based on 16,223,301 shares of HWH International
Inc. Common Stock outstanding as of the Beneficial Ownership Date.

 To
our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named
in the table has sole voting and investment power with respect to the shares set forth opposite such person's name.

 Name and Address

 Number
of Common

 Shares Beneficially

 Owned

 Percentage of

 Outstanding

 Common Shares (1)

 Directors and Executive Officers (2):

 Heng Fai Ambrose Chan (3)(4)

 13,827,250

 84.0
 %

 John "JT" Thatch

 0.00
 %

 Rongguo (Ronald) Wei

 0.00
 %

 Lim Sheng Hon Danny

 0.00
 %

 William Wu

 0.00
 %

 Wong Shui Yeung

 0.00
 %

 Wong Tat Keung

 0.00
 %

 All Directors and Officers (7 individuals)

 13,827,250

 84.0
 %

 Alset Acquisition Sponsor, LLC (3)

 2,914,250

 17.7
 %

 Alset International Limited

 10,900,000

 67.2
 %

 Alset Inc. (3)

 13,814,250

 83.9
 %

 Other Stockholders: None

 (1)

 Based
 upon 16,223,301 shares of Common Stock outstanding as of February 28, 2024

 (2)

 The
 mailing address for each individual and entity set forth above is c/o HWH International Inc., 4800 Montgomery Lane, Suite 210, MD
 20814.

 (3)

 Alset
 Acquisition Sponsor, LLC, our sponsor, is the record holder of the securities reported herein. Alset Inc. and Alset International
 Limited are the owners of 55% and 45% respectively of Alset Acquisition Sponsor, LLC. Alset Inc. owns 85.4% of Alset International
 Limited. Heng Fai Ambrose Chan is the Chairman, Chief Executive Officer and Majority Stockholder of Alset Inc. Mr. Chan may be deemed
 to share beneficial ownership of the securities held of record by our sponsor. Mr. Chan disclaims any such beneficial ownership except
 to the extent of his pecuniary interest.

 (4)

 Heng Fai Ambrose Chan directly owns 13,000 shares of HWH International Inc.

 Item
13. Certain Relationships and Related Transactions, and Director Independence.

 Family
Relationships

 Not
applicable.

 Policies
and Procedures for Transactions with Related Persons

 Following
the initial business combination, the Company's Code of Ethics will be amended to require it to avoid, wherever possible, all related
party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or
the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be
expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive
officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common Stock, or (c) immediate
family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than
solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise
when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts
of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her
position. As a result of the relationship between HWH and the Company, in the event that the initial business combination with HWH is
consummated, it will not be possible to avoid such related party conflicts.

 The
Company's audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions
to the extent the Company enters into such transactions. The audit committee will consider all relevant factors when determining whether
to approve a related party transaction, including whether the related party transaction is on terms no less favorable to the Company
than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related
party's interest in the transaction. No director may participate in the approval of any transaction in which he is a related party,
but that director is required to provide the audit committee with all material information concerning the transaction. The Company also
requires each of its directors and executive officers to complete a directors' and officers' questionnaire that elicits information
about related party transactions.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 As
a result of the relationship between the Company and HWH, the Company obtained a fairness opinion in connection with the board's
approval of the Agreement and plan of Merger with HWH.

 Transactions
with Related Persons, Promoters, and Certain Control Persons

 Founder

 On
November 8, 2021, the Sponsor received 2,156,250 shares of the Company's Class B common stock (the "Founder Shares")
for $25,000. The Founder Shares include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters'
over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately
20% of the Company's issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units
and underlying securities). In connection with the exercise of the underwriters' overallotment option, these shares are no longer
subject to forfeiture.

 The
holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)
if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities
or other property.

 Promissory
Note — Related Party

 On
November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the "Promissory Note"), pursuant to which
the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the
earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering. As of November 30, 2023 and 2022, there was no amount
outstanding under the Promissory Note.

 Advances
from Related Party

 The
Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand
and are non-interest bearing. During the year ended November 30, 2022, the Sponsor paid a total of $75,000 of offering and operating
costs on behalf of the Company. During the year ended November 30, 2022, the Company repaid the outstanding balance of $211,153. During
the year ended November 30, 2023, the Sponsor paid a total of $33,475 of operating costs on behalf of the Company. During the year ended
November 30, 2023, the Company repaid the outstanding balance. As of November 30, 2023 and November 30, 2022, $0 and $0 was due to the
related party, respectively.

 General
and Administrative Services

 The Company agreed to pay the Alset Management Group Inc. a total of $10,000
per month for office space, utilities and secretarial and administrative support for up to 24 months commencing on the date the Units
were first listed on the Nasdaq. Upon completion of the Initial Business Combination the Company ceased paying these monthly fees. During
the years ended November 30, 2023 and 2022, the Company recorded a charge of $120,000 and $100,000, respectively, to the statement of
operations pursuant to the agreement.

 Related
Party Loans

 Working
Capital Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of the notes may be converted upon completion
of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of November
30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.

 Extension
Loan

 On
May 1, 2023, the Company amended the Investment Management Trust Agreement (the "Trust Agreement") with Wilmington Trust,
National Association, a national banking association ("Wilmington Trust"), which was entered into on January 31, 2022 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are now amended, in part, so that the Company's ability to complete a business combination
may be extended in additional increments of one month up to a total of twenty-one (21) additional months from the closing date of the
Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds remaining in the trust account
following any redemptions in connection with the approval of the amendment to the Company's Amended and Restated Certificate of
Incorporation. The Sponsor has funded the first 30-day extension payment on May 3, 2023. The Sponsor has funded the first 30-day extension
payment on May 3, 2023 and made subsequent extension payments on June 5 th and July 6 th totaling $205,305 payments
during the year ended on November 30, 2023. The Sponsor is entitled to the repayment of these extension payments, without interest. If
the Company completes its initial Business Combination, it will, at the option of the Sponsor, repay the extension payments out of the
proceeds of the Trust Account released to it or issue securities of the Company in lieu of repayment. As of November 30, 2023 and 2022
there was $205,305 and $0, respectively, outstanding under the extension loan.

 Due
from Sponsor

 Due
from sponsor was $0 and $13,000 at November 30, 2023 and November 30, 2022, respectively, and represents expenses paid by the Company
on behalf of the Sponsor.

 Item
14. Principal Accounting Fees and Services

 The
following table indicates the fees paid by us for services performed for the years ended November 30, 2023 and November 30, 2022:

 Year
 Ended

 Year
Ended

 Audit Fees

 $
 47,500

 $
 47,443

 Audit-Related Fees

 $

 $

 Tax Fees

 $

 $
 27,400

 All Other Fees

 $
 75,000

 $

 Total

 $
 122,500

 $
 74,843

 Audit
Fees. This category includes the aggregate fees billed for professional services rendered by the independent auditors
during the years ended November 30, 2023 and November 30, 2022 for the audit of our consolidated financial statements and review of previous
years' Form 10-Qs.

 Tax
Fees. This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and
state income tax returns.

 All
Other Fees. This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above,
rendered during the years ended November 30, 2023 and November 30, 2022.

 PART
IV

 Item
15. Exhibit and Financial Statement Schedules

 (a)(1)
List of Financial statements included in Part II hereof:

 Consolidated Balance Sheets as of November 30, 2023 and November 30, 2022

 Consolidated
Statements of Operations for the Years Ended November 30, 2023 and 2022

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended November 30, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended November 30, 2023 and 2022

 (a)(2)
List of Financial Statement schedules included in Part IV hereof:

 None.

 (a)(3)
Exhibits

 The
following exhibits are filed with this report or incorporated by reference:

 Exhibit
 No.

 Description

 1.1

 Underwriting
 Agreement, incorporated by reference to Exhibit 1.1 of the Registrant's Current Report on Form 8-K/A filed with the SEC on
 February 8, 2022

 2.1

 Merger
 Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc. and HWH International Inc.,
 incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022.

 3.1

 Amended
 and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant's
 Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

 3.2

 By
 Laws, incorporated by reference to Exhibit 3.3 of the Registrant's Registration Statement on Form S-1 filed with the SEC on
 January 13, 2022.

 3.3

 Amendment
 to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference
 to Exhibit 3.1 of the registrant's current report on Form 8-K filed with the SEC on May 3, 2023.

 3.4

 Amendment
 to Certificate of Incorporation, incorporated by reference to the registrant's current report on Form 8-K filed with the SEC
 on November 3, 2023.

 4.1

 Specimen
 Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant's Registration Statement on Form S-1 filed with
 the SEC on January 13, 2022

 4.2

 Specimen
 Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant's Registration Statement on Form
 S-1 filed with the SEC on January 13, 2022

 4.3

 Specimen
 Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant's Registration Statement on Form S-1 filed
 with the SEC on January 13, 2022

 4.4

 Specimen
 Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant's Registration Statement on Form S-1 filed with
 the SEC on January 13, 2022

 4.5

 Warrant
 Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant's Current
 Report on Form 8-K/A filed with the SEC on February 8, 2022

 4.6

 Rights
 Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant's Current
 Report on Form 8-K/A filed with the SEC on February 8, 2022

 4.7*

 Description of the Registrant's Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934

 10.1

 Letter
 Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit
 10.1 of the Registrant's Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

 10.2

 Promissory
 Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant's
 Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

 10.3

 Investment
 Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the
 Registrant's Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

 10.4

 Registration
 Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant's
 Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

 10.5

 Securities
 Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference
 to Exhibit 10.1 of the Registrant's Registration Statement on Form S-1 filed with the SEC on January 13, 2022.

 10.6

 Placement
 Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the
 Registrant's Current Report on Form 8-K/A filed with the SEC on February 8, 2022.

 10.7

 Form
 of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant's Registration Statement on Form S-1 filed
 with the SEC on January 13, 2022.

 10.8

 Administrative
 Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the
 Registrant's Current Report on Form 8-K/A filed with the SEC on February 8, 2022

 10.9

 Sponsor
 Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp. and each of the Persons set forth on
 Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022.

 10.10

 Shareholder
 Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc. and each of
 the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on
 September 12, 2022.

 10.11

 Amendment
 No. 1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant's current report
 on Form 8-K filed with the SEC on May 3, 2023.

 10.12

 Form
 of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant's current
 report on Form 8-K filed with the SEC on July 31, 2023.

 10.13

 Form
 of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant's
 current report on Form 8-K filed with the SEC on July 31, 2023.

 10.14

 Amendment
 No. 2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant's current report
 on Form 8-K filed with the SEC on November 3, 2023.

 10.15

 Satisfaction
 and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant's current report
 on Form 8-K filed with the SEC on January 12, 2024.

 Code
 of Ethics, incorporated by reference to Exhibit 14 of the Registrant's Registration Statement on Form S-1 filed with the SEC
 on January 13, 2022

 21*

 Subsidiaries of the Company

 31.1*

 Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1**

 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2**

 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97.1**

 Clawback Policy of HWH International Inc.

 99.1

 Audit
 Committee Charter, incorporated by reference to Exhibit 99.1 of the Registrant's Registration Statement on Form S-1 filed with
 the SEC on January 13, 2022

 99.2

 Compensation
 Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant's Registration Statement on Form S-1 filed with
 the SEC on January 13, 2022

 101.INS

 Instance Document

 101.SCH

 Taxonomy Extension Schema Document

 101.CAL

 Taxonomy Extension Calculation Linkbase Document

 101.DEF

 Taxonomy Extension Definition Linkbase Document

 101.LAB

 Taxonomy Extension Label Linkbase Document

 101.PRE

 Taxonomy Extension Presentation Linkbase Document

 *
Filed herewith.

 **
Furnished herewith.

 Item
16. Form 10-K Summary

 None.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 HWH
 International Inc.

 Dated:
 February 28, 2024

 By:

 /s/
 Rongguo (Ronald) Wei

 Name:

 Rongguo
 (Ronald) Wei

 Title:

 Chief
 Financial Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 John Thatch

 Chief
 Executive Officer

 John
 Thatch

 (Principal
 Executive Officer)

 /s/
 Rongguo (Ronald) Wei

 Chief
 Financial Officer

 Rongguo
 (Ronald) Wei

 (Principal
 Financial Officer and

 Principal
 Accounting Officer)

 /s/
 Wong Shui Yeung (Frankie)

 Wong
 Shui Yeung (Frankie)

 /s/
 William Wu

 William
 Wu

 /s/
 Wong Tat Keung (Aston)

 Wong
 Tat Keung (Aston)

 /s/
 Heng Fai Ambrose Chan

 Heng
 Fai Ambrose Chan