HWH International Inc. executed an non-binding letter of intent to acquire Alset Capital Acquisition Corp. (NasdaqGM:ACAX) from Alset Acquisition Sponsor, LLC and others in a reverse merger transaction on July 28, 2022. HWH International Inc. executed an agreement to acquire Alset Capital Acquisition Corp. (NasdaqGM:ACAX) from Alset Acquisition Sponsor, LLC and others for approximately $120 million in a reverse merger transaction on September 9, 2022. Upon consummation of the Business Combination, the existing stockholders of ACAX will receive one common share of HWH for every 10 of ACAX's rights and ACAX's warrants will become exercisable for HWH's common shares at $11.50 per share. Pursuant to the Merger Agreement, a business combination between the Company and HWH will 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 Business Combination, the combined company is expected to operate under the name HWH International Inc. and remain a NASDAQ-listed public company trading under a new ticker symbol. HWH's executive management team will continue to lead the combined company. There can be no assurance that the combined company will remain listed on NASDAQ. The transaction has been approved by the Board of Directors of both ACAX and HWH and is subject to regulatory and stockholder approval by the stockholders of ACAX and the stockholder of HWH, the Registration Statement shall have become effective under the Securities Act of 1933, the aggregate cash available to ACAX at the Closing being at least $30 million, ACAX shall have at least $5,000,001 in net tangible assets, all Ancillary Agreements shall have been executed by all parties, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and with any other governmental authority shall have been completed and cleared and the satisfaction of certain other customary closing conditions. The shareholders of Alset International Limited has unanimously approved the transaction. As of May 1, 2023, Alset Capital Acquisition Corp., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders and Stockholders approved the proposal to amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination up to six (6) times, each such extension for an additional one month period, from May 3, 2023, to November 3, 2023 (the “Extension Proposal”). The deal is expected to be consummated in the fourth quarter of 2022. All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital for HWH.

EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to ACAX. Darrin M. Ocasio of Sichenzia Ross Ference LLP is serving as legal advisor to ACAX and Alset Acquisition Sponsor, LLC. Matthew C. McMurdo of McMurdo Law Group, LLC acted as legal advisor to HWH. VStock Transfer, LLC acted as transfer agent to Alset Acquisition. Martin Hanan of ValueScope, Inc. was engaged to advise the Board of Directors (the “Board”) of Alset Capital Acquisition Corporation (“Alset” or the “Client”) and the Board of Directors of Alset International Limited as to the concluded range and fairness of a potential purchase (the “Subject Transaction”) by Alset of HWH International, Inc. (“HWH”).