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Filing Details

Accession Number:: 0001140361-22-004923
Form Type:: 13G Filing
Publication Date:: 2022-02-10 19:00:00

Filed By:: Oaktree Capital Group, Llc
Company:: Hwh International Inc.
Filing Date:: 2022-02-11
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
OCM Value SPAC Holdings	735,000	7	735,000	9	735,000	9.8 %
Oaktree Fund GP	735,000	7	735,000	9	735,000	9.8 %
Oaktree Fund GP I	735,000	7	735,000	9	735,000	9.8 %
Oaktree Capital I	735,000	7	735,000	9	735,000	9.8 %
OCM Holdings I	735,000	7	735,000	9	735,000	9.8 %
Oaktree Holdings	735,000	7	735,000	9	735,000	9.8 %
Oaktree Capital Group	735,000	7	735,000	9	735,000	9.8 %
Oaktree Capital Group Holdings GP	735,000	7	735,000	9	735,000	9.8 %
Brookfield Asset Management Inc	735,000	7	735,000	9	735,000	9.8 %
BAM Partners Trust	735,000	7	735,000	9	735,000	9.8 %

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

Alset Capital Acquisition Corp.

(Name of Issuer)

Units, each consisting of one share of Class A common stock, $0.0001 par value, one-half of one redeemable warrant, and one right

(Title of Class of Securities)

02115M208

(CUSIP Number)

February 1, 2022

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS
	OCM Value SPAC Holdings, L.P

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%⁽²⁾

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Represents 735,000units of Alset Capital Acquisition Corp. (the “Issuer”) held directly by OCM Value SPAC Holdings, L.P.

(2)	All calculations of percentage ownership herein are based on an aggregate of 7,500,000 units of the Issuer outstanding as of January 13, 2022, as reported in the Issuer’s Form S-1 filed on January 13, 2022.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of OCM Value SPAC Holdings, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Fund GP I, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the managing member of Oaktree Fund GP, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital I, L.P.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1)	Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.

1	NAMES OF REPORTING PERSONS
	OCM Holdings I, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the general partner of Oaktree Capital I, L.P.

1	NAMES OF REPORTING PERSONS
	Oaktree Holdings, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of OCM Holdings I, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the managing member of Oaktree Holdings, LLC.

1	NAMES OF REPORTING PERSONS
	Oaktree Capital Group Holdings GP, LLC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)	Solely in its capacity as the indirect owner of the class B units of Oaktree Capital Group, LLC.

1	NAMES OF REPORTING PERSONS
	Brookfield Asset Management Inc.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the indirect owner of the class A units of Oaktree Capital Group, LLC.

1	NAMES OF REPORTING PERSONS
	BAM Partners Trust

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			735,000⁽¹⁾

		6	SHARED VOTING POWER


		7	SOLE DISPOSITIVE POWER
			735,000⁽¹⁾

		8	SHARED DISPOSITIVE POWER


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	735,000⁽¹⁾

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.8%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

(1)	Solely in its capacity as the sole owner of the class B Limited Voting Shares of Brookfield Asset Management, Inc.

Item 1(a).

Name of Issuer:

Alset Capital Acquisition Corp.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

4800 Montgomery LN STE 210, Bethesda, MD 20814

Item 2(a)-(c).

Name of Person Filing; Address of Principal Business Office; and Citizenship

This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

OCM Value SPAC Holdings, L.P., a Delaware limited partnership (“OCM Value SPAC”), in its capacity as the direct owner of 735,000units of the Issuer;

ii)

Oaktree Fund GP, LLC, a Delaware limited liability company (“Fund GP”), in its capacity as the general partner of OCM Value SPAC;

iii)

Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the managing member of Fund GP;

iv)

Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;

OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;

vi)

Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”), in its capacity as the managing member of Holdings I;

vii)

Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings;

viii)

Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the indirect owner of the class B units of OCG;

ix)

Brookfield Asset Management Inc., an Ontario corporation (“BAM”), in its capacity as the indirect owner of the class A units of OCG; and

BAM Partners Trust, a trust established under the laws of Ontario (the “BAM Partnership”), in its capacity as the sole owner of Class B Limited Voting Shares of BAM.

The address of the principal business office of BAM and of the BAM Partnership is Brookfield Place, Suite 300, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3. The address of the principal business office of other Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

Item 2(d).

Title of Class of Securities:

Units, each consisting of one share of Class A common stock, $0.0001 par value, one-half of one redeemable warrant, and one right

Item 2(e).

CUSIP Number:

02115M208

Item 3.

If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

This Item 3 is not applicable.

Item 4.

Ownership:

The responses of the Reporting Persons to Rows 5-9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.

OCM Value SPAC directly holds 735,000 units, each consisting of one share of Class A common stock, $0.0001 par value, and one redeemable warrant of the Issuer, constituting approximately 9.8% of the total outstanding units and has the sole power to vote and dispose of such shares.

Fund GP, in its capacity as the general partner of OCM Value SPAC, has the ability to direct the management of OCM Value SPAC’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, Fund GP may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

GP I, in its capacity as the managing member of Fund GP, has the ability to direct the management of Fund GP’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, GP I may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, Capital I may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, Holdings I may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holdings I’s business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, Holdings may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

OCG, in its capacity as the managing member of Holdings, has the ability to direct the management of Holdings’ business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, OCG may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

OCGH GP, in its capacity as the managing member of OCG, has the ability to direct the management of Holdings’ business regarding the vote and disposition of securities held by OCM Value SPAC; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

BAM, in its capacity as the indirect owner of the class A units of OCG, has the ability to appoint and remove certain directors of OCG, and, as such, may indirectly control the decisions of OCG regarding the vote and disposition of securities held by OCM Value SPAC; therefore BAM may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

The BAM Partnership, which is the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint one half of the board of directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by OCM Value SPAC; therefore the BAM Partnership may be deemed to have indirect beneficial ownership of the shares held by OCM Value SPAC.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement except to the extent of such person’s pecuniary interest in the units, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. All calculations of percentage ownership herein are based on an aggregate of 7,500,000 units of the Issuer outstanding as of January 13, 2022, as reported in the Issuer’s Form S-1 filed on January 13, 2022.

Item 5.

Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022

	OCM VALUE SPAC HOLDINGS, L.P.

	By:	OAKTREE FUND GP, LLC
	Its:	General Partner

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE FUND GP, LLC

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE FUND GP I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory

	OAKTREE CAPITAL I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OCM HOLDINGS I, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE HOLDINGS, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	BROOKFIELD ASSET MANAGEMENT INC.

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Senior Vice President Legal & Regulatory

	BAM PARTNERS TRUST

	By:	BAM Class B Partners Inc.
	Its:	Trustee

	By:	/s/ Kathy Sarpash
	Name:	Kathy Sarpash
	Title:	Secretary

Exhibit 1.

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

EXHIBIT 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements. Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Dated: February 11, 2022

	OCM VALUE SPAC HOLDINGS, L.P.

	By:	Oaktree Fund GP I, L.P.
	Its:	General Partner

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory


	OAKTREE FUND GP, LLC

	By:	Oaktree Fund GP I, L.P.
	Its:	Managing Member

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory


	OAKTREE FUND GP I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Authorized Signatory


	OAKTREE CAPITAL I, L.P.

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President

	OCM HOLDINGS I, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President


	OAKTREE HOLDINGS, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President


	OAKTREE CAPITAL GROUP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President


	OAKTREE CAPITAL GROUP HOLDINGS GP, LLC

	By:	/s/ Henry Orren
	Name:	Henry Orren
	Title:	Senior Vice President