Sec Form 4 Filing - Chan Heng Fai Ambrose @ HWH International Inc. - 2024-09-24

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Chan Heng Fai Ambrose 2. Issuer Name and Ticker or Trading Symbol HWH International Inc. [ HWH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 9 TEMASEK BOULEVARD #16-4, SUNTEC TOWER TWO 3. Date of Earliest Transaction (MM/DD/YY) 09/24/2024 (Street) SINGAPORE, U0038989 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 09/24/2024 P 5,558,347 A $ 0.63 ( 1 ) 16,458,347 ( 3 ) ( 4 ) I See Footnote Common Stock 09/24/2024 P 476,190 A $ 0.63 ( 2 ) 19,264,692 ( 3 ) ( 5 ) I See Footnote

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chan Heng Fai Ambrose 9 TEMASEK BOULEVARD #16-4 SUNTEC TOWER TWO SINGAPORE, U0038989 X X Chief Executive Officer Alset Inc. 4800 MONTGOMERY LANE, SUITE 210 BETHESDA, MD20814 X Alset International Ltd 9 TEMASEK BOULEVARD #16-4 SUNTEC TOWER TWO SINGAPORE, U0038989 X Signatures /s/ Chan Heng Fai Ambrose 09/26/2024 Signature of Reporting Person Date Alset Inc. /s/ Chan Heng Fai Ambrose, Chief Executive Officer 09/26/2024 Signature of Reporting Person Date Alset International Limited. /s/ Chan Heng Fai Ambrose, Chief Executive Officer 09/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 24, 2024, Alset International Limited entered into a debt conversion agreement (the "AIL Debt Conversion Agreement") with the Issuer. Under the terms of the AIL Debt Conversion Agreement, Alset International Limited converted $3,501,759.00 of debt owed to it by the issuer into 5,558,347 newly issued shares of the Issuer's common stock. ( 2 )On September 24, 2024, Alset Inc. entered into a debt conversion agreement (the "AEI Debt Conversion Agreement") with the Issuer. Under the terms of the AEI Debt Conversion Agreement, Alset Inc. converted $300,000 of debt owed to it by the issuer into 476,190 newly issued shares of the Issuer's common stock. ( 3 )Alset Inc. may be deemed to possess beneficial ownership of the 16,458,347 shares of the Issuer owned by Alset International Limited as the majority owner of Alset International Limited, in addition to certain other shares held by Alset Inc. and its subsidiaries. Mr. Chan may be deemed to possess beneficial ownership of shares of the Issuer owned by Alset Inc. as the Chairman, Chief Executive Officer and majority stockholder of Alset Inc. The amount of securities beneficially owned by Mr. Chan reported here excludes 13,000 shares of the Issuer's common stock owned by Mr. Chan personally. ( 4 )Reflects the number of securities beneficially owned by Alset International Limited following the transaction. ( 5 )Reflects the number of securities beneficially owned by Alset Inc. following the transaction.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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