REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Alset Capital Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Capital Acquisition Corp.

on the Financial Statements

have audited the accompanying balance sheet of Alset Capital Acquisition Corp.( the "Company") as of February 3, 2022, and

the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of February 3, 2022, in conformity with accounting principles

generally accepted in the United States of America.

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.

conducted our audit 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 audit

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.

audit 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 audit 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 audit provide

a reasonable basis for our opinion.

CAPITAL ACQUISITION CORP.

accompanying notes are an integral part of this financial statement.

CAPITAL ACQUISITION CORP.

to the financial statement

1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Capital Acquisition Corp. (the "Company") was incorporated in Delaware on October 20, 2021. 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 is not limited to a particular industry or sector for

purposes of consummating a Business Combination. 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.

of February 3, 2022, the Company had not commenced any operations. All activity for the period from October 20, 2021 (inception) through

February 3, 2022 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which

is described below. 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.

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 is described

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 placements to Alset Acquisition Sponsor LLC (the "Sponsor")

generating gross proceeds to the Company in the amount of $4,737,500.

Company's management has broad discretion with respect to the specific application of the net proceeds of the Proposed Public Offering

and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally 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 of 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.

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."

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.

Company will 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. 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 ("SEC") 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.