Item 5.02 of this Current Report is hereby incorporated herein by reference. Director Compensation Certain matters relating to the Company’s directors are described in the Proxy Statement/Prospectus in the sections entitled “Executive Compensation of Alset — Director Compensation” and “Management of Alset After the Business Combination”, which are hereby incorporated herein by reference. Committees of the Board of Directors The standing committees of the Board currently include an audit committee and a compensation committee. Each of the committees will report to the Board as they deem appropriate and as the Board may request. 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. Code of Ethics The Board has adopted a new code of ethics that applies to all of the Company’s directors, officers, and employees, including the Company’s principal executive officer, principal financial officer, and principal accounting officer, which is available free of charge on the Company’s corporate website at https://www.hwhintl.com/. The information on the Company’s website is not part of this Current Report. The code of ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. The Company will make any legally required disclosures regarding amendments to, or waivers of, provisions of the code of conduct on the Company’s website. Compensation Committee Interlocks and Insider Participation The information described in the Proxy Statement/Prospectus in the section entitled “Management of Alset After the Business Combination — Compensation Committee Interlocks and Insider Participation” is hereby incorporated herein by reference. Certain Relationships and Related Person Transactions, and Director Independence Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section entitled “Certain Relationships and Related Person Transactions,” which is hereby incorporated herein by reference. A description of the independence of the Company’s directors is described in the Proxy Statement/Prospectus in the section entitled “Management of Alset After the Business Combination — Director Independence,” which is hereby incorporated herein by reference. Legal Proceedings Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus entitled “Information About Alset — Legal Proceedings,” which is hereby incorporated herein by reference. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters Market Information and Dividends The Company’s common stock has commenced trading on The Nasdaq Global Market of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “HWH” on January 9, 2024, and the Company’s warrants are expected to commence trading on the OTC under the symbol “HWHW” at a later date, subject to ongoing review of the Company’s satisfaction of all listing criteria following the Business Combination. Alset’s units, comprised of one Class A common share, one-half of one warrant and one right, ceased trading separately on Nasdaq on January 9, 2024. In addition, as a result of the Business Combination, each share of Class A common stock was converted into one share of Company common stock and each Alset warrant exercisable for shares of Class A common stock is now exercisable for shares of Company common stock. The Company has never declared or paid any cash dividends and does not presently plan to pay cash dividends in the foreseeable future. The payment of any cash dividends will be within the discretion of the Board. The Company currently expects that it will retain future earnings to finance operations and grow its business. Effective upon the Closing Date, including the redemption of Public Shares as described above, the Company had 16,223,246 shares of common stock issued and outstanding. Recent Sales of Unregistered Securities As previously disclosed, on November 8, 2021, Alset Acquisition Sponsor, LLC, our sponsor, purchased an aggregate of 2,156,250 founder shares, for an aggregate offering price of $25,000 at an average purchase price of 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. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D. At the Closing, pursuant to the Satisfaction Agreement entered into on December 18, 2023, the Company issued 149,443 shares of the Company’s common stock to EF Hutton. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Description of Registrant’s Securities to be Registered Reference is made to the disclosure in the Proxy Statement/Prospectus in the section entitled “Description of Securities of Alset”, which is hereby incorporated herein by reference. As described below, the Company’s Amended and Restated Certificate of Incorporation the (“A&R Certificate of Incorporation”) was approved by Alset’s stockholders at the Special Meeting and became effective as of the Closing Date. Indemnification of Directors and Officers Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections entitled “Management of Alset After the Business Combination — Limitation on Liability and Indemnification of Directors and Officers” and “Description of Securities of Alset — Limitation on Liability and Indemnification of Directors and Officers” which are hereby incorporated herein by reference. Financial Statements and Supplementary Data Reference is made to the disclosure set forth under