UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary Proxy Statement |
|
|
☐ |
Confidential, for the use
of the Commission only (as permitted by Rule 14a-6(e)(2)) |
|
|
☐ |
Definitive Proxy Statement |
|
|
☒ |
Definitive Additional Materials |
|
|
☐ |
Soliciting Material Pursuant
to §240.14a-12 |
ALSET
CAPITAL ACQUISITION CORP.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No fee required. |
|
|
☐ |
Fee paid previously with
preliminary materials. |
|
|
☐ |
Fee computed on table in
exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
July
21, 2023
Date
of Report (Date of earliest event reported)
ALSET
CAPITAL ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-41254 |
|
87-3296100 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4800
Montgomery Lane, Suite 210
Bethesda,
MD |
|
20814 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (301) 971-3955
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one share of Class A Common Stock, one-half of one Redeemable Warrant and one Right |
|
ACAXU |
|
The
Nasdaq Global Market |
Class
A Common Stock, par value $0.0001 per share |
|
ACAX |
|
The
Nasdaq Global Market |
Redeemable
warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
ACAXW |
|
The
Nasdaq Global Market |
Rights,
each entitling the holder to receive one-tenth of one share of Class A Common Stock |
|
ACAXR |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
On
July 21, 2023, Alset Capital Acquisition Corp. (“Alset”) issued a press release announcing that its special meeting of shareholders
(the “Meeting”), which was originally scheduled for July 25, 2023, has been postponed to 9:00 a.m. Eastern Time, on Tuesday,
August 1, 2023. At the Meeting, shareholders of Alset will be asked to vote on proposals to approve, among other things, its initial
business combination with HWH International, Inc., a Nevada corporation (“HWH”) and each of the referenced holders of HWH’s
outstanding shares (collectively, the “Sellers”), which Alset previously announced in previous filings with the SEC (the “Business Combination”). There is no change to
the location, the record date, the purpose or any of the proposals to be acted upon at the Meeting.
As
a result of this change, the Meeting will now be held at 9:00 a.m. Eastern Time on Tuesday, August 1, 2023, via the live webcast
at www.virtualshareholdermeeting.com/ACAX2023SM2.
As
a result of this change, Alset has extended the
deadline for holders of Alset’s common stock to submit their publicly held shares for redemption in connection with the Business
Combination to 5:00 p.m. Eastern Time on Friday, July 28, 2023.
Stockholders
who wish to withdraw their previously submitted
redemption requests may do so by contacting Alset’s transfer agent Vstock Transfer LLC prior to this deadline.
A
copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
ADDITIONAL
INFORMATION
Alset
has submitted with the SEC a Registration Statement on Form S-4 (as amended, the “Registration Statement”), which
was declared effective on July 11, 2023, and included a proxy statement of Alset and a prospectus of Alset in connection with the proposed
transactions (the “Transactions”) involving Alset, HWH, and the Merger Sub pursuant to that certain Business Combination
Agreement executed in connection with the Business Combination. The definitive proxy statement and other relevant documents were mailed
to stockholders of Alset as of a record date of July 7, 2023. STOCKHOLDERS OF ALSET AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH ALSET’s SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE
HELD TO APPROVE THE TRANSACTIONS BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT ALSET, HWH, AND THE TRANSACTIONS. Shareholders
are also able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, on the SEC’s website
at www.sec.gov or by directing a request to Alset by contacting its Chief Executive Officer, Heng Fai Ambrose Chan, Alset Capital Acquisition
Corp., 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814, at (301)-971-3955.
DISCLAIMER
This
report hereto shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
NO
ASSURANCES
There
can be no assurance that the proposed Transactions will be completed, nor can there be any assurance, if the Transactions are completed,
that the potential benefits of combining the companies will be realized. The description of the Transactions contained herein is only
a summary and is qualified in its entirety by reference to the definitive agreements relating to the Transactions, copies of which have
been filed with the SEC as exhibits to the Registration Statement.
PARTICIPANTS
IN THE SOLICITATION
Alset,
HWH and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders
of Alset in connection with the Transactions. Information regarding the officers and directors of Alset is set forth in Alset’s
annual report on Form 10-K, which was filed with the SEC on February 24, 2023. Additional information regarding the interests of such
potential participants are included in the Registration Statement (and is included in the definitive proxy statement/prospectus for the
Transactions) and other relevant documents filed with the SEC.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
information in this report contains certain “forward-looking statements” within the meaning of the “safe harbor”
provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their expectations, estimates
and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors
could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited
to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may adversely affect the price
of Alset’s securities; (ii) the failure to satisfy the conditions to the consummation of the business combination, including the
approval of the business combination agreement by the stockholders of Alset; (iii) the occurrence of any event, change or other circumstance
that could give rise to the termination of the business combination agreement; (iv) the outcome of any legal proceedings that may be
instituted against any of the parties to the business combination agreement following the announcement of the entry into the business
combination agreement and proposed business combination; (v) the ability of the parties to recognize the benefits of the business combination
agreement and the business combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures
and future revenue; (vii) statements regarding HWH’s industry and market size; (viii) financial condition and performance of HWH
including the anticipated benefits, the implied enterprise value, the expected financial impacts of the business combination, potential
level of redemptions of Alset’s public shareholders, the financial condition, liquidity, results of operations, the products, the
expected future performance and market opportunities of HWH; and (ix) those factors discussed in Alset’s filings with the SEC and
that are contained in the registration statement on Form S-4 and the related proxy statement relating to the business combination.
You should carefully consider the foregoing factors and the other risks and uncertainties that are described in the “Risk
Factors” section of the registration statement on Form S-4 and related proxy statement and other documents to be filed by Alset
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while HWH, Alset may elect
to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise, subject to applicable law. None of HWH or Alset gives
any assurance that HWH or Alset will achieve its expectations.
Item
9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Alset
CapitalAcquisition Corporation |
|
|
|
Date:
July 21, 2023 |
By: |
/s/
Heng Fai Ambrose Chan |
|
Name: |
Heng
Fai Ambrose Chan |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
ALSET
CAPITAL ACQUISITION CORP. ANNOUNCES POSTPONEMENT OF
SPECIAL
MEETING OF STOCKHOLDERS
Bethesda,
MD, July 21, 2023 (GLOBE NEWSWIRE) – Alset Capital Acquisition Corp. (Nasdaq: ACAX) (“Alset”) announced
today that its special meeting of stockholders (the “Meeting”), which was originally scheduled for July 25, 2023,
has been postponed to 9:00 a.m. Eastern Time, on Tuesday, August 1, 2023. At the Meeting, stockholders of Alset will be asked
to vote on proposals to approve, among other things, Alset’s initial business combination with HWH International, Inc.,
a Nevada corporation (“HWH”), which Alset previously announced (the “Business Combination”).
There are no changes to the location, record date, purpose or any of the proposals to be acted upon at the
Meeting.
As
a result of this change, the Meeting will now be held at 9:00 a.m. Eastern Time on Tuesday, August 1, 2023, via live webcast at www.virtualshareholdermeeting.com/ACAX2023SM2.
As
a result of this change,
Alset has extended the deadline for holders of Alset’s common stock to submit their publicly held shares for redemption in connection
with the Business Combination to 5:00 p.m. Eastern Time on Friday, July 28, 2023. Stockholders
who wish to withdraw their previously submitted redemption requests may do so by contacting Alset’s transfer
agent Vstock Transfer LLC prior to this deadline.
If
stockholders have any questions or need assistance, please contact Alset’s proxy solicitor, Advantage Proxy, Inc.,
at 24925 13th Place South, Des Moines, WA 98198; (877) 870-8565 (toll free) or (206) 870-8565 (collect); or by email at ksmith@advantageproxy.com.
ABOUT
ALSET
Alset
is a special purpose acquisition company formed for the purpose of entering a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization, or other similar business combination with one or more businesses or entities. Alset began trading on the Nasdaq
in February of 2022, and its common stock, warrants, units and rights are traded under the ticker symbols ACAX, ACAXW, ACAXU and ACAXR,
respectively.
ADDITIONAL
INFORMATION
Alset
has submitted with the SEC a Registration Statement on Form S-4 (as amended, the “Registration Statement”), which
was declared effective on July 11, 2023, and included a proxy statement of Alset and a prospectus of Alset in connection with the proposed
transactions (the “Transactions”) involving Alset, HWH, and the Merger Sub pursuant to that certain Business Combination
Agreement executed in connection with the Business Combination. The definitive proxy statement and other relevant documents were mailed
to stockholders of Alset as of a record date of July 7, 2023. STOCKHOLDERS OF ALSET AND OTHER INTERESTED PARTIES ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH ALSET’s SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS STOCKHOLDERS TO BE
HELD TO APPROVE THE TRANSACTIONS BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT ALSET, HWH, AND THE TRANSACTIONS. Shareholders
are also able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, on the SEC’s website
at www.sec.gov or by directing a request to Alset by contacting its Chief Executive Officer, Heng Fai Ambrose Chan, Alset Capital Acquisition
Corp., 4800 Montgomery Lane, Suite 210, Bethesda, Maryland 20814, at (301)-971-3955.
DISCLAIMER
This
press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
NO
ASSURANCES
There
can be no assurance that the proposed Transactions will be completed, nor can there be any assurance, if the Transactions are completed,
that the potential benefits of combining the companies will be realized. The description of the Transactions contained herein is only
a summary and is qualified in its entirety by reference to the definitive agreements relating to the Transactions, copies of which have
been filed with the SEC as exhibits to the Registration Statement.
PARTICIPANTS
IN THE SOLICITATION
Alset,
HWH and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders
of Alset in connection with the Transactions. Information regarding the officers and directors of Alset is set forth in Alset’s
annual report on Form 10-K, which was filed with the SEC on February 24, 2023. Additional information regarding the interests of such
potential participants are included in the Registration Statement (and is included in the definitive proxy statement/prospectus for the
Transactions) and other relevant documents filed with the SEC.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
The
information in this press release contains certain “forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the proposed business combination. These
forward-looking statements generally are identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”
“plan,” “may,” “should,” “will,” “would,” “will be,” “will
continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual results may differ from their
expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future
events. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release,
including but not limited to: (i) the risk that the business combination may not be completed in a timely manner or at all, which may
adversely affect the price of Alset’s securities; (ii) the failure to satisfy the conditions to the consummation of the business
combination, including the approval of the business combination agreement by the stockholders of Alset; (iii) the occurrence of any event,
change or other circumstance that could give rise to the termination of the business combination agreement; (iv) the outcome of any legal
proceedings that may be instituted against any of the parties to the business combination agreement following the announcement of the
entry into the business combination agreement and proposed business combination; (v) the ability of the parties to recognize the benefits
of the business combination agreement and the business combination; (vi) the lack of useful financial information for an accurate estimate
of future capital expenditures and future revenue; (vii) statements regarding HWH’s industry and market size; (viii) financial
condition and performance of HWH, including the anticipated benefits, the implied enterprise value, the expected financial impacts of
the business combination, potential level of redemptions of HWH’s public stockholders, the financial condition, liquidity, results
of operations, the products, the expected future performance and market opportunities of HWH and (ix) those factors discussed in Alset’s
filings with the SEC and that are contained in the registration statement on Form S-4 and the related proxy statement relating
to the business combination. You should carefully consider the foregoing factors and the other risks and uncertainties that are
described in the “Risk Factors” section of the registration statement on Form S-4 and related proxy statement and other documents
to be filed by Alset from time to time with the SEC. These filings identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements
speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while HWH
and Alset may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise
these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither
HWH nor Alset gives any assurance that HWH or Alset will achieve its expectations.
Contact:
Alset
Capital Acquisition Corp.
4800
Montgomery Lane, Suite 210
Bethesda,
MD 20814
Attn:
Anthony S. Chan
anthony@alsetinternational.com
301-971-3955
Exhibit
99.2
Alset
Capital Acquisition Corp.
Proxy Card
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