Item 1.01. Entry into a Material Definitive Agreement.

On May 1, 2023, Alset Capital Acquisition Corp., a Delaware corporation (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. The Trust Agreement is 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 Company's sponsor has funded the first 30-day extension payment, which has been received by Wilmington Trust on May 3, 2023.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the Special Meeting of Stockholders held on May 1, 2023 (the "Special Meeting"), the Company filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on May 2, 2023 (the "Charter Amendment"), to (i) give the Company the right to extend the date by which the Company has to consummate a business combination from May 3, 2023, to November 3, 2023, on a month-to-month basis, and (ii) expand the methods that the Company may employ to not become subject to the "penny stock" rules of the Securities and Exchange Commission.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.




Item 8.01. Other Events.

In connection with the stockholders' vote at the Special Meeting, 6,648,964 shares of common stock were tendered for redemption.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description
3.1             Amendment to the Amended and Restated Certificate of Incorporation
              of Alset Capital Acquisition Corp., dated May 2, 2023
10.1            Amendment to the Investment Management Trust Agreement with
              Wilmington Trust, dated May 1, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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