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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended November 30, 2023
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from _________ to _________
Commission
File Number: 001-41254
| HWH
INTERNATIONAL INC. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
87-3296100 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
Number) |
4800
Montgomery Lane, Suite 210
Bethesda,
MD 20814 |
|
301-971-3955 |
(Address
of Principal
Executive
Offices) |
|
Registrant’s
telephone number,
including
area code |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| |
|
|
|
|
| Common
Stock, par value $0.0001 per share |
|
HWH |
|
The
Nasdaq Global Market |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
☐
Large accelerated filer |
☐ Accelerated filer |
| |
☒
Non-accelerated filer |
☒ Smaller reporting company |
| |
|
☒
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statement of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒
Aggregate market value of voting and non-voting common
equity held by non-affiliates of the registrant as of May 31, 2023 based upon the closing price of the common stock as reported by the
Nasdaq Global Select Market on such date, was $89,700,000.
As
of February 28, 2024, there were 16,223,301 shares of Common Stock, par value $0.0001 per share of the Company issued and outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None.
HWH
International Inc.
Form
10-K
For
the Year Ended November 30, 2023
Table
of Contents
Throughout
this Report on Form 10-K, the terms the “Company,” “we,” “us,” and “our” refer to HWH
International Inc., and “our board of directors” refers to the board of directors of HWH International Inc.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This
Annual Report on Form 10-K contains forward-looking statements regarding, among other things, our future operating results and financial
position, our business strategy, and other objectives for our future operations. The words “anticipate,” “believe,”
“intend,” “expect,” “may,” “estimate,” “predict,” “project,”
“potential” and similar expression are intended to identify forward-looking statements, although not all forward-looking
statements contain these identifying words. We have based these forward-looking statements largely on our current expectations and projections
about future events and financial trends that we believe may affect our business, financial condition and results of operations. There
are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking
statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should
not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions
and expectations disclosed in the forward-looking statements we make. Our forward-looking statements do not reflect the potential impact
of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.
You
should read this Report on Form 10-K and the documents that we have filed as exhibits to this Report on Form 10-K completely and with
the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained
in this Report on Form 10-K are made as of the date of this Report on Form 10-K, and we do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
PART
I
Item
1. Business.
General
HWH International Inc. (the “Company”) was incorporated in
Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp. 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 consummated the Business Combination on January 9, 2024 and changed its name from
“Alset Capital Acquisition Corp.” to “HWH International Inc.” 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.
As
of November 30, 2023, the Company had not commenced any operations. All activity for the period from October 20, 2021 (inception) through
November 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which
is described below and the pursuit of a suitable acquisition candidate. The Company did not generate any operating revenues prior to
the completion of its initial Business Combination. The Company generated non-operating income in the form of interest income from the
proceeds derived from the Initial Public Offering. The Company initially selected November 30 as its fiscal year end, although subsequent
to the period covered by this report, the Company changed its fiscal year end to December 31st.
On
September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,
HWH International Inc., a Nevada corporation (the “Target”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned
subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes referred to collectively as the “ACAX
Parties.” Pursuant to the Merger Agreement, a business combination between the Company and the Target was effected through the
merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned subsidiary of the Company (the
“Merger”). Upon the closing of the Merger (the “Closing”), the Company changed its name to “HWH International
Inc.” The board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements
(as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger
Agreement and related transactions by the stockholders of the Company.
The
Target was owned and controlled by certain member officers and directors of the Company and its sponsor. The Merger was consummated following
the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain
other customary closing conditions.
The
total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders
was $125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company (“Company Common Stock”).
The number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000, with
each share being valued at $10.00.
The
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 includes
the full exercise of the underwriters’ option to purchase an additional 1,125,000 Units generating additional gross proceeds to
the Company of $11,250,000, which is described in Note 3 of the Notes to the audited Consolidated Financial Statements for Fiscal Year
ended November 30, 2023.
Simultaneously
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 placement to Alset Acquisition Sponsor, LLC (the “Sponsor”)
generating gross proceeds to the Company in the amount of $4,737,500.
The
Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds were intended to be applied toward consummating
a Business Combination. The Company was required to 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 would only complete a Business
Combination if the post-transaction company would own or acquire 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 agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private
Placement Units, would 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.
The
Company provided 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 would seek stockholder
approval of a Business Combination or conduct a tender offer was be made by the Company. The Public Stockholders were entitled to redeem
their Public Shares for a pro rata portion of the amount then in the Trust Account. There were no redemption rights upon the completion of a
Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption were 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.”
All
of the Public Shares contained a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, if there was 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 were 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 was subject to ASC 480-10-S99. If it was probable that the equity instrument would become redeemable,
we had 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 occurred 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 was 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 were redeemable and were classified as such on the balance sheet until such date that a redemption event was to take place. Redemptions
of the Company’s Public Shares may have been subject to the satisfaction of conditions, including minimum cash conditions, pursuant
to an agreement relating to the Company’s Business Combination.
The
Company did 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. The Company proceeded with a Business Combination since a majority
of the outstanding shares voted were voted in favor of the Business Combination. Because stockholder approval of the transaction was
required by applicable law or stock exchange listing requirements, the Company offered to redeem shares in conjunction with a proxy solicitation
pursuant to the proxy rules and not pursuant to the tender offer rules. When the Company sought stockholder approval in connection with
the Business Combination, the Sponsor 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 has the opportunity
to elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed
transaction.
Notwithstanding
the foregoing, if the Company sought stockholder approval of a Business Combination and it did not conduct redemptions pursuant to the
tender offer rules, the Certificate of Incorporation provided that a Public Stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), would be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The
holders of the Founder Shares agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by
them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation
(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless
the Company provided the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
If
the Company had not completed a Business Combination within 12 months from the closing of the Initial Public Offering (or 15 months if
we had filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the
consummation of Initial Public Offering but had not completed the initial Business Combination within such 12-month period, or up to
21 months if we extended the period of time to consummate a Business Combination, at the election of the Company by two separate three
month extensions, subject to satisfaction of certain conditions, including the deposit of up to $862,500 ($0.10 per unit in either case)
for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended
and restated certificate of incorporation), the Company would have (i) ceased all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeemed the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the
number of then outstanding Public Shares, which redemption would completely extinguish Public Stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolved
and liquidated, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. There would have been no redemption rights or liquidating distributions with respect to the Company’s
warrants, which would have expired worthless if the Company had failed to complete a Business Combination within the Combination Period.
The
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in
or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Going
Concern and Management’s Plan
The
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
the completion of its initial business combination, at the earliest. In addition, the Company expects to have negative cash flows from
operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations
in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist
solely of pursuing a Business Combination.
On
January 9, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced
Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”). The Company’s common stock commenced
trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants
are expected to commence trading under the symbol “HWHW” at a later date.
The
Company has incurred continuing losses from its operations and has a working capital deficit of $134,421 as of November 30, 2023.
The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise
capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.
If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,
which could harm its financial condition and operating results.
These
conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
New
Business Overview
Since the Closing on January 9, 2024, we now own the Target company acquired
pursuant to the Merger Agreement (references to “we”, “us” and “our” herein include our newly acquired
business). Our newly acquired business started in Korea with a single-level membership marketing model with limited products for sale.
We registered the business on April 1, 2019, and we started selling memberships on July 1, 2019. While we had been profitable and growing,
the COVID-19 Pandemic had a material adverse effect on such growth and profits. Due to the decline in membership and revenue starting
in 2020, we reorganized our internal staff by adding a broader team in each of the United States, Hong Kong and Singapore with direct
selling and business development experience to head up and expand our operations across various geographies and revised our business plan
to a multi-level membership tier model in 2022, with more products and services to be made available to our members. We created a new
corporate structure, with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned
our focus to the Hapi Café development. We currently have 9,811 members, all in a single initial tier of membership. These current
members have paid for their yearly membership to have founder member status. This is a privileged class that will be able to enjoy continuous
membership benefits in time to come given that they have trusted the company and joined at an early stage. Such benefits include the ability
to purchase new memberships, in the model described below, at a discount to be determined by HWH. They will also continue to be able to
earn affiliate commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Cafés until
further notice. The total number of founding members was capped at 10,000. The Company is in the midst of implementing the new membership
model described below (the “New Model”), that operates on a yearly subscription basis. We intend to resume membership sales,
albeit under the New Model, in approximately 2nd quarter of 2024.
HWH
Members get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn
passive income when a member’s referral signs up for membership or makes an initial purchase through the HWH Marketplace products
through them.
Our
segments include:
HWH
Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members. It
is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.
The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending
on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,
banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering
range. There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business
book and certain skincare products.
Hapi
Cafés, which are, and will be, in-person, location-based social experiences, offer members the opportunity to build a
sense of community with like-minded customers who share a potential interest in our products. The cafes expose our members to and educate
them about the products and services of our affiliates, providing us with the chance to significantly increase our membership base as
well as increase the amounts spent by our members on our affiliates’ products and services. Each of our cafés is a “Hapi
Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July
2022, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept. We intend
to grow our memberships as we grow the number of Hapi Cafés around the world. Currently, Hapi Cafe branded outlets span across
Asia, including Singapore, Republic of China (Taiwan), Hong Kong, the People’s Republic of China, and South Korea, Hapi Cafe is positioned
to be an integral part of HWH’s business model. As at the date of this filing, the Company is in the midst of closing the acquisition
of 2nd Hapi Café outlet in Seoul, the Republic of Korea.
Hapi
Travel is in the planning stage as we are working with our affiliates to determine the market-by-market services. Through Hapi
Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts
for members. Hapi Travel offers vacation packages, hotels, cruises, and other travel products exclusively for HWH members.
Hapi
Wealth Builder is also in the planning stage as we are exploring the options of providing services to our members through financial
educational materials aimed at various types of investing opportunities. We have been establishing Hapi Cafés as venues and destinations
that help build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch in 2024.
Market
Opportunity
Following
the COVID-19 Pandemic, we believe people are looking for in-person community. By offering a social and business centric atmosphere
at our Hapi Cafés, we plan to leverage this deeply-rooted desire and build a membership organization, increase their
familiarity with and educate them about the products and services of our affiliates and how those products and services can help
them in their own individual pursuits of health, wealth and happiness.
Growth
Strategy
Our
strategy is to continuously grow our membership base, while displaying to our members the added benefits of the higher tiers of membership.
We will look to accomplish this by providing a comfortable in person setting of a Hapi Café for our customers in many more locations.
We also plan to continually expand our product offerings and the services our affiliate companies can provide in the belief that this
can serve to grow our membership base and have our members increasingly opt to avail themselves of membership options that offer them
larger discounts and other benefits on the products and services of our affiliates
Our
Organizational Chart:
Employees
At
the present time, the Company has 19 employees. The Company had an agreement with Alset Management Group, Inc., pursuant to which, for
a fee, Alset Management Group, Inc. provided the Company with secretarial and administrative services. This agreement expired at the
time of closing of Business Combination.
Intellectual
Property
We
anticipate filing additional trademark applications as we expand into new areas of business.
Additional
Information
The
Company is subject to the information requirements of the Exchange Act, and, in accordance therewith, files annual, quarterly, and special
reports, proxy statements and other information with the Commission. The Commission maintains an internet website at http://www.sec.gov
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission.
The periodic reports, proxy statements and other information that the Company files with the Commission are available for inspection
on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with or furnished
to the Commission.
The
Company maintains a website at https://www.hwhintl.com where you may also access these materials free of charge. We have included our
website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website
is not incorporated into and is not part of this report on Form 10-K.
Item
1A. Risk Factors.
Not applicable to smaller reporting companies.
Item
1B. Unresolved Staff Comments.
Not
applicable to smaller reporting companies.
Item
2. Properties
Our executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda,
MD 20814, and our telephone number is (301) 971-3955. The cost for our use of this space was included in the $10,000 per month fee we
paid to Alset Management Group Inc. for office space, administrative and shared personnel support services. Upon completion of the Initial
Business Combination, the Company ceased paying these monthly fees. We consider our current office space adequate for our current operations.
Item
3. Legal Proceedings.
The
Company is not a party to any material pending legal proceedings.
There
are no material proceedings to which any director, officer or affiliate of the Company, or any owner of record or beneficially of more
than five percent of any class of voting securities of the Company, or any associate of any such director, officer, affiliate of the
Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company
or any of its subsidiaries.
Item
4. Mine Safety Disclosures
Not
applicable.
PART
II
Item
5. Market for Company’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market
Information
From
February 1, 2022 until the completion of the business combination, the principal market on which our unit was traded is the Nasdaq Capital
Market. Our common share, warrant and right traded on the Nasdaq from March 24, 2022 until the completion of the business combination.
The Company’s unit was trading under the symbol “ACAXU,” common stock was traded under symbol “ACAX,” our
warrant was traded under the symbol “ACAXW,” and the right was traded under the symbol “ACAXR.” Subsequent to
the completion of the business combination, our common stock has traded on the Nasdaq under the symbol “HWH”.
Prior
to our listing on the Nasdaq Capital Market there was no public trading market for our securities.
Holders
As
of February 28, 2024, the Company had five stockholders of record.
Dividends
Since
inception we have not paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable
future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business,
our board of directors will have the discretion to declare and pay dividends in the future. Payment of dividends in the future will depend
upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.
Securities
authorized for issuance under equity compensation plans.
The
Company does not have securities authorized for issuance under any equity compensation plans
Performance
graph
Not
applicable to smaller reporting companies.
Recent
sales of unregistered securities; use of proceeds from registered securities
On
November 8, 2021, our Sponsor purchased 2,156,250 founder shares for an aggregate purchase price of $25,000, or 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.
Prior to the initial investment in the company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per
share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate
number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares
would represent 20% of the outstanding shares after the Initial Public Offering (excluding the placement units and underlying securities).
On
February 3, 2022, we consummated our Initial Public Offering (the “Offering”) of an aggregate of 8,625,000 units (“Units”)
including the issuance of 1,125,000 Units as a result of the underwriter’s full exercise of its over-allotment option. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.
Simultaneously
with the consummation of the Offering, the Company consummated the private placement of 473,750 units (the “Private Placement Units”)
to the Sponsor, including the issuance of 33,750 Private Placement Units in connection with the underwriter’s full exercise of
its over-allotment option, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,735,500 (the “Private
Placement”). The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a
public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.
Of
the gross proceeds received from the Offering, including the full exercise of the over-allotment option, and the Private Placement Units,
$86.25 million and $4.7 million was placed in the Trust Account, respectively.
On
February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000. In addition, the underwriters are entitled
to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the
underwriting agreement.
On
December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”)
in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”), with EF Hutton, LLC
(“EF Hutton”), in which pursuant to that certain Underwriting Agreement the Company was due to pay $3,018,750 to EF Hutton
as deferred underwriting commission (the “Deferred Underwriting Commission”) upon the closing of the business combination.
In lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction
Agreement, pursuant to which EF Hutton will accept a combination of $325,000 in cash (the “Cash Payment”) upon the closing
of the business combination, 149,443 shares of the Company’s common stock (the “Shares”) and a $1,184,375 promissory
note (the “Promissory Note”) as full satisfaction of the Deferred Underwriting Commission. Satisfaction and discharge of
the Deferred Underwriting Commission is dependent on the Company’s delivery of the Cash Payment, the Shares and the Promissory
Note under the terms of the Satisfaction Agreement. Additionally, the Company has granted EF Hutton an irrevocable right of first refusal
(the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement agent, at EF Hutton’s sole
discretion, for each and every future public and private equity and debt offering, including all equity linked financing for a period
commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the business combination.
Purchases
of Equity Securities by the issuer and affiliated purchasers
The
Company did not repurchase any shares of the Company’s common stock during 2023 and 2022.
Item 6. [RESERVED]
Not required for smaller reporting companies.
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This
Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For
this purpose, any statements contained in this Form 10-K that are not statements of historical fact including, without limitation, statements
under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the
Company’s financial position, business strategy and the plans and objectives of management for future operations, may be deemed
to be forward-looking statements. Without limiting the foregoing, words such as “may”, “will”, “expect”,
“believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended
to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results
may differ materially depending on a variety of factors, many of which are not within our control. These factors include by are not limited
to economic conditions generally and in the industries in which we may participate; competition within our chosen industry, including
competition from much larger competitors; technological advances and failure to successfully develop business relationships. Such forward-looking
statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s
management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors
detailed in our filings with the SEC.
The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated
financial statements and the notes thereto contained elsewhere in this Report. Certain information contained in the discussion and analysis
set forth below includes forward-looking statements that involve risks and uncertainties.
Overview
We were formed as a blank check company, incorporated as a Delaware corporation
and 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 Company consummated the Business Combination on January 9, 2024 and changed its
name from “Alset Capital Acquisition Corp.” to “HWH International Inc.” 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.
As of November 30, 2023, the Company had not commenced any operations. All activity for the period from October 20,
2021 (inception) through November 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public
Offering”), which is described below and the pursuit of a suitable acquisition candidate. The Company did not generate any operating
revenues prior to the completion of its initial Business Combination. The Company generated non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering. The Company initially selected November 30 as its fiscal year end,
although subsequent to the period covered by this report, the Company changed its fiscal year end to December 31st.
Our
sponsor is Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement
for our initial public offering was declared effective on January 31, 2022. On February 3, 2022, we consummated our initial public offering
(the “Initial Public Offering”) of 8,625,000 Units (“Units’), including the full exercise of the underwriters’
over-allotment option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.
On
February 3, 2022, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement
of 473,750 units (the “Private Placement Units”) to the Sponsor, which amount includes 33,750 Private Placement Units purchased
by the Sponsor in connection with the underwriters’ exercise of the option in full, at a price of $10.00 per Private Placement
Unit, generating gross proceeds of approximately $4.7 million (the “Private Placement”) the proceeds of which were placed
in the trust account. No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement
was conducted as a non-public transaction and, as a transaction by an issuer not involved in the Initial Public Offering, was exempt
from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical
to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable
until 30 days after the consummation of the Company’s initial Business Combination except to permitted transferees and (b) the
warrants and rights included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted
transferees, will be entitled to registration rights, respectively.
Of
the proceeds from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions,
discounts, and offering expenses, $87,112,500 was placed in the Trust Account (“Trust Account”) and $1,874,050 was delivered
to the Company to cover operating expenses. Except with respect to interest earned on the funds held in the Trust Account that may be
released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the Trust Account
shall only be released from the Trust Account pursuant to certain conditions.
The
Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that funds would not be released from
the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of
any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to modify the
substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain amendments to
our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination within 12 months
from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration statement or similar
filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering but have not completed
the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time to consummate a Business
Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions, including the deposit
of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in accordance with our Amended
and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial
Business Combination activity, and (c) the redemption of our public shares if we are unable to complete our initial Business Combination
within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration
statement or similar filing for an initial Business Combination within 12 months from the consummation of the Initial Public Offering
but have not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period of time
to consummate a Business Combination, at our election by two separate three month extensions, subject to satisfaction of certain conditions,
including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in
accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law.
As
we have filed a registration statement for an initial Business Combination, we had 15 months from the closing of the Initial Public
Offering (or up to 21 months from the closing of the Initial Public Offering or as extended by our stockholders in accordance with our
amended and restated certificate of incorporation) to complete the initial Business Combination (the “Combination Period”).
However, if were are unable to complete the initial Business Combination within the Combination Period (and our stockholders have not approved
an amendment to our charter extending this time period), we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust
Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders
(including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
On
May 1, 2023, 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 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are 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 Sponsor has funded the first 30-day extension payment on May 3, 2023 and made subsequent extension payments on June 5th
and July 6th totaling $205,305 payments during the year ended on November 30, 2023. The Sponsor is entitled to the repayment
of these extension payments, without interest. If the Company completes its initial Business Combination, it will, at the option of the
Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of the Company in lieu
of repayment.
In
connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4
million held in the Trust Account.
On
November 2, 2023, as approved by the stockholders of the Company at the special meeting of stockholders held on November 2, 2023, the
Company and Wilmington Trust, National Association (the “Trustee”) entered into Amendment No. 2 to Investment Management
Trust Agreement dated as of January 31, 2022, as amended by Amendment No. 1 to Investment Management Trust Agreement dated May 1, 2023,
(collectively the “Trust Agreement”). The Trust Agreement, as amended, reflects the extension of the date before which the
Company must complete a business combination from November 3, 2023, to February 3, 2024, and extends the date on which the Trustee must
liquidate the Trust Account if the Company has not completed its initial business combination.
On
November 2, 2023, as approved by the Company’s stockholders at a special meeting of stockholders, the Company amended the text
of Paragraph (c) of Section 9.1 of the Company’s Certificate of Incorporation to extend the date by which the Company has to consummate
a business combination, such extension being for an additional three (3) month period from November 3, 2023, to February 3, 2024.
As
of November 30, 2023 public stockholders who hold shares of Alset Class A Common Stock remain eligible to elect to have their shares
of Alset Capital Class A Common Stock redeemed for cash in connection with the Special Meeting held on August 1, 2023.
Subsequent
Events
On
September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,
HWH International Inc., a Nevada corporation (the “Target”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned
subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes referred to collectively as the “ACAX
Parties.” Pursuant to the Merger Agreement, a business combination between the Company and the Target was effected through the
merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned subsidiary of the Company (the
“Merger”). Upon the closing of the Merger (the “Closing”), the Company changed its name to “HWH International
Inc.” The board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements
(as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger
Agreement and related transactions by the stockholders of the Company.
The
Target was owned and controlled by certain member officers and directors of the Company and its sponsor. The Merger was consummated following
the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain
other customary closing conditions.
The
total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders
was $125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company (“Company Common Stock”).
The number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 12,500,000, with
each share being valued at $10.00.
Since
the Closing on January 9, 2024, we now own the Target company acquired pursuant to the Merger Agreement. A description of our new business
model is set forth under New Business Overview, above.
Liquidity
and Capital Resources
As
of November 30, 2023, we had $585,654 in cash and a working capital deficit of $134,421.
Our
liquidity needs up to November 30, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.
After consummation of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account
and working capital of approximately $1.65 million. In addition, in order to finance transaction costs in connection with a Business
Combination, our sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide
us Working Capital Loans. As of November 30, 2023, there were no amounts outstanding under any Working Capital Loans.
Based
on the foregoing, management believes that we will have sufficient working capital to meet our needs through the earlier of the consummation
of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target
businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and
consummating the Business Combination.
Results
of Operations
As
of November 30, 2023, we had not commenced any operations. All activity for the period from October 20, 2021 (inception) through November
30, 2023 relates to our formation and the Initial Public Offering. We have neither engaged in any operations nor generated any revenues
to date. We will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest.
We will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the
Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting,
accounting and auditing compliance), as well as for due diligence expenses.
For
the years ended November 30, 2023 and 2022, we had net income of $548,873 and $113,541, respectively.
Contractual
Obligations
As of November 30, 2023, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term
liabilities.
Administrative
Services Agreement
We
agreed to pay the Sponsor $10,000 per month for office space, utilities and secretarial and administrative support services commencing
on the date that our securities were first listed on the NASDAQ Capital Market. Upon completion of the initial Business Combination or
our liquidation, we ceased paying these monthly fees.
Registration
Rights
The
holders of the founder shares, the placement units (including securities contained therein) and warrants (including securities contained
therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise
of the placement units and any shares of Class A common stock that may be issued upon exercise of the warrants issued upon conversion
as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration
rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring us to register
such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock). The holders of the
majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule
415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions
resulting from delays in registering our securities. We will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
On
February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000.
In
addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee will become
payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.
Critical
Accounting Policies
The
preparation of the consolidated financial statements and related disclosures in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those estimates.
The
Company has determined there are no critical accounting policies or estimates in the periods covered in this report.
Critical
Accounting Estimate
An
accounting estimate where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account
for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition
or operating performance is material.
Critical
Accounting Policies and Practices
A
company’s accounting policies and practices that are both most important to the portrayal of the company’s financial condition
and results, and require management’s most difficult, subjective, or complex judgments, often because of the need to make estimates
about the effects of matters that are inherently uncertain.
Off-Balance
Sheet Arrangements
As
of November 30, 2023, we did not have any off-balance sheet arrangements, as defined under applicable SEC rules.
Inflation
We
do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.
Emerging
Growth Company Status
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities
Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised
standard. This may make comparison of our consolidated financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Item
7A. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item
8. Financial Statements and Supplementary Data
HWH
International Inc.
(Formerly
known as Alset Capital Acquisition Corp.)
CONSOLIDATED
FINANCIAL STATEMENTS
November
30, 2023 and 2022
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
HWH
International Inc. (formerly known as Alset Capital Acquisition Corp.)
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of HWH International Inc. (formerly known as Alset Capital Acquisition
Corp.) and its subsidiary (collectively, (the “Company”)) as of November 30, 2023 and 2022, and the related consolidated
statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes
(collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements present
fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of their
operations and their cash flows for the years ended November 30, 2023 and 2022, in conformity with accounting principles generally
accepted in the United States of America.
Going
Concern Matter
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described
in Note 1 to the financial statements, the Company has no operating income, working capital deficit and negative cash flow from operations
which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are
also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis
for Opinion
These
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.
We
conducted our audits 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 audits
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.
Our
audits 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 audits 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 audits
provide a reasonable basis for our opinion.
/s/
MaloneBailey, LLP
www.malonebailey.com
We
have served as the Company’s auditor since 2021.
Houston,
Texas
February 28, 2024
HWH
INTERNATIONAL INC.
(Formerly
known as Alset Capital Acquisition Corp.)
CONSOLIDATED BALANCE SHEETS
| | |
November 30, 2023 | | |
November 30, 2022 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash | |
$ | 585,654 | | |
$ | 1,172,581 | |
| Other current assets | |
| 117,500 | | |
| 9,043 | |
| Total current assets | |
| 703,154 | | |
| 1,194,624 | |
| | |
| | | |
| | |
| Cash and marketable securities held in Trust Account | |
| 21,252,639 | | |
| 88,102,610 | |
| Total assets | |
$ | 21,955,793 | | |
$ | 89,297,234 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable and accrued expenses | |
$ | 632,270 | | |
$ | 376,541 | |
| Extension Loan – Related Party | |
| 205,305 | | |
| - | |
| Total current liabilities | |
| 837,575 | | |
| 376,541 | |
| | |
| | | |
| | |
| Deferred underwriting compensation | |
| 3,018,750 | | |
| 3,018,750 | |
| Total liabilities | |
| 3,856,325 | | |
| 3,395,291 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 6): | |
| - | | |
| - | |
| | |
| | | |
| | |
| Temporary equity: | |
| | | |
| | |
| Class A common stock subject to possible redemption; 1,976,036 and 8,625,000 shares (at approximately $10.35 and $10.20 per share) as of November 30, 2023 and November 30, 2022, respectively | |
| 20,457,011 | | |
| 87,934,212 | |
| | |
| | | |
| | |
| Stockholders’ deficit: | |
| | | |
| | |
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
| - | | |
| - | |
| Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption) as of November 30, 2023 and November 30, 2022, respectively | |
| 47 | | |
| 47 | |
| Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 2,156,250 shares issued and outstanding as of November 30, 2023 and November 30, 2022, respectively | |
| 216 | | |
| 216 | |
| Common stock, value | |
| 216 | | |
| 216 | |
| | |
| | | |
| | |
| Additional paid-in capital | |
| - | | |
| - | |
| Accumulated deficit | |
| (2,357,806 | ) | |
| (2,032,532 | ) |
| Total stockholders’ deficit | |
| (2,357,543 | ) | |
| (2,032,269 | ) |
| Total liabilities and stockholders’ deficit | |
$ | 21,955,793 | | |
$ | 89,297,234 | |
The
accompanying notes are an integral part of these consolidated financial statements.
HWH
INTERNATIONAL INC.
(Formerly
known as Alset Capital Acquisition Corp.)
CONSOLIDATED
STATEMENTS OF OPERATIONS
| | |
For the Year | | |
For the Year | |
| | |
Ended | | |
Ended | |
| | |
November 30, 2023 | | |
November 30, 2022 | |
| EXPENSES | |
| | | |
| | |
| Administration fee - related party | |
$ | 120,000 | | |
$ | 100,000 | |
| General and administrative | |
| 1,124,516 | | |
| 589,646 | |
| TOTAL EXPENSES | |
| 1,244,516 | | |
| 689,646 | |
| | |
| | | |
| | |
| OTHER INCOME | |
| | | |
| | |
| Investment income earned on cash and marketable securities held in Trust Account | |
| 2,215,619 | | |
| 990,110 | |
| TOTAL OTHER INCOME | |
| 2,215,619 | | |
| 990,110 | |
| | |
| | | |
| | |
| | |
| | | |
| | |
| Income tax expense | |
| (422,230 | ) | |
| (186,923 | ) |
| | |
| | | |
| | |
| Net income | |
$ | 548,873 | | |
$ | 113,541 | |
| | |
| | | |
| | |
| Weighted average number of shares of Class A common stock outstanding, basic and diluted | |
| 5,218,670 | | |
| 7,478,425 | |
| Basic and diluted net income per share of Class A common stock | |
$ | 0.07 | | |
$ | 0.01 | |
| | |
| | | |
| | |
| Weighted average number of shares of Class B common stock outstanding, basic and diluted | |
| 2,156,250 | | |
| 2,156,250 | |
| Basic and diluted net income per share of Class B common stock | |
$ | 0.07 | | |
$ | 0.01 | |
The
accompanying notes are an integral part of these consolidated financial statements.
HWH
INTERNATIONAL INC.
(Formerly
known as Alset Capital Acquisition Corp.)
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 2022
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
| | |
Class
A
Common Stock | | |
Class
B
Common Stock | | |
Additional Paid-in | | |
Accumulated | | |
| |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Total | |
| Balance at November 30, 2021 | |
| - | | |
$ | - | | |
| 2,156,250 | | |
$ | 216 | | |
$ | 24,784 | | |
$ | (5,000 | ) | |
$ | 20,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Issuance of Shares at Initial Public Offering | |
| 8,625,000 | | |
| 863 | | |
| - | | |
| - | | |
| 86,249,137 | | |
| - | | |
| 86,250,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Deferred underwriting compensation | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,018,750 | ) | |
| - | | |
| (3,018,750 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Sale of Private Placement Units | |
| 473,750 | | |
| 47 | | |
| - | | |
| - | | |
| 4,737,453 | | |
| - | | |
| 4,737,500 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Underwriter’s fees and other issuance costs | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,200,348 | ) | |
| - | | |
| (2,200,348 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Remeasurement of Class A common stock to redemption value | |
| (8,625,000 | ) | |
| (863 | ) | |
| - | | |
| - | | |
| (87,111,637 | ) | |
| - | | |
| (87,112,500 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Class A Common Stock Measurement Adjustment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,319,361 | | |
| (1,319,361 | ) | |
| - | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Remeasurement of Class A common stock subject to possible redemption to redemption amount | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (821,712 | ) | |
| (821,712 | ) |
| Additional amount deposited into trust for loan extension | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 113,541 | | |
| 113,541 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at November 30, 2022 | |
| 473,750 | | |
$ | 47 | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (2,032,532 | ) | |
$ | (2,032,269 | ) |
| Balance | |
| 473,750 | | |
$ | 47 | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (2,032,532 | ) | |
$ | (2,032,269 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Remeasurement of Class A common stock subject to possible redemption to redemption amount | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (668,842 | ) | |
| (668,842 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Additional amount deposited into trust for loan extension | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (205,305 | ) | |
| (205,305 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Net income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 548,873 | | |
| 548,873 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance at November 30, 2023 | |
| 473,750 | | |
$ | 47 | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (2,357,806 | ) | |
$ | (2,357,543 | ) |
| Balance | |
| 473,750 | | |
$ | 47 | | |
| 2,156,250 | | |
$ | 216 | | |
$ | - | | |
$ | (2,357,806 | ) | |
$ | (2,357,543 | ) |
The
accompanying notes are an integral part of these consolidated financial statements.
HWH
INTERNATIONAL INC.
(Formerly
known as Alset Capital Acquisition Corp.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | |
For the Year | | |
For the Year | |
| | |
Ended | | |
Ended | |
| | |
November 30, 2023 | | |
November 30, 2022 | |
| Cash Flows from Operating Activities: | |
| | | |
| | |
| Net income | |
$ | 548,873 | | |
$ | 113,541 | |
| Adjustments to reconcile net income to net cash used in operating activities: | |
| | | |
| | |
| Investment income earned on cash and marketable securities held in Trust Account | |
| (2,215,619 | ) | |
| (990,110 | ) |
| Formation and organization costs paid by related parties | |
| - | | |
| 5,000 | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Other current assets | |
| (108,457 | ) | |
| (9,043 | ) |
| Accounts payable and accrued expenses | |
| 255,729 | | |
| 366,541 | |
| Net Cash Used in Operating Activities | |
| (1,519,474 | ) | |
| (514,071 | ) |
| | |
| | | |
| | |
| Cash Flows from Investing Activities: | |
| | | |
| | |
| Due from Sponsor | |
| 13,000 | | |
| (13,000 | ) |
| Cash withdrawn from Trust Account for taxes | |
| 919,547 | | |
| - | |
| Cash withdrawn form Trust Account for redemptions | |
| 68,351,348 | | |
| - | |
| Cash deposited into Trust Account | |
| (205,305 | ) | |
| (87,112,500 | ) |
| Net Cash Provided By (Used in) Investing Activities | |
| 69,078,590 | | |
| (87,125,500 | ) |
| | |
| | | |
| | |
| Cash Flows from Financing Activities: | |
| | | |
| | |
| Proceeds from sale of Units in Public Offering, net of underwriting fee | |
| - | | |
| 84,525,000 | |
| Repayment of Class A Common Stock | |
| (68,351,348 | ) | |
| - | |
| Proceeds from sale of Private Placement Units | |
| - | | |
| 4,737,500 | |
| Proceeds from extension loan | |
| 205,305 | | |
| - | |
| Proceeds from related party advances | |
| 33,475 | | |
| - | |
| Repayment of related party advances | |
| (33,475 | ) | |
| (211,153 | ) |
| Payment of offering costs | |
| - | | |
| (289,195 | ) |
| Net Cash (Used in) Provided by Financing Activities | |
| (68,146,043 | ) | |
| 88,762,152 | |
| | |
| | | |
| | |
| Net change in cash | |
| (586,927 | ) | |
| 1,122,581 | |
| Cash at beginning of the year | |
| 1,172,581 | | |
| 50,000 | |
| Cash at end of the year | |
$ | 585,654 | | |
$ | 1,172,581 | |
| | |
| | | |
| | |
| Supplemental disclosure of non-cash financing activities: | |
| | | |
| | |
| Deferred underwriters’ commissions charged to temporary equity in connection with the Initial Public Offering | |
$ | - | | |
$ | 3,018,750 | |
| Class A Common Stock measurement adjustment | |
$ | - | | |
$ | 1,319,361 | |
| Initial classification of Class A Common Stock subject to redemption | |
$ | - | | |
$ | 87,112,500 | |
| Remeasurement of Class A Common Stock subject to redemption | |
$ | 668,842 | | |
$ | 821,712 | |
| Extension funds attributable to common stock subject to redemption | |
$ | 205,305 | | |
$ | - | |
The
accompanying notes are an integral part of these consolidated financial statements.
HWH
INTERNATIONAL INC.
(Formerly
known as Alset Capital Acquisition Corp.)
Notes
to the CONSOLIDATED financial statements
FOR
THE YEARS ENDED NOVEMBER 30, 2023 AND 2022
NOTE
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
HWH
International Inc. (the “Company”) was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition
Corp. 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 consummated the Business
Combination on January 9, 2024 and changed its name from Alset Capital Acquisition Corp. to HWH International Inc. 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.
As
of November 30, 2023, the Company has not commenced any operations. All activity for the period from October 20, 2021 (inception) through
November 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which
is described below and the pursuit of a suitable acquisition candidate. 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, which
upon closing of Business Combination on January 9, 2024 has automatically changed to December 31.
On
September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,
HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary
of the Company (“Merger Sub”). The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.”
Pursuant to the Merger Agreement, a business combination between the Company and HWH was to be effected through the merger of Merger
Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Upon the
closing of the Merger (the “Closing”), the Company changed its name to “HWH International Inc.” Prior to the
Closing, the board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as
defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement
and related transactions by the stockholders of the Company.
HWH
is wholly–owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited. Alset
International Limited is majority-owned and controlled by certain officers and directors of the Company and its sponsor. The Company’s
sponsor is owned by Alset International Limited and Alset Inc.; Alset Inc. is the majority stockholder of Alset International Limited,
and Chan Heng Fai, the Company’s Chairman is also the majority stockholder, Chairman and Chief Executive Officer of Alset Inc.,
and the Chairman and Chief Executive Officer of HWH and Alset International Limited. The Merger was consummated on January 9, 2024, following
the receipt of the required approval by the shareholder of HWH and the satisfaction of certain other customary closing conditions. This
transaction was approved by the stockholders of the Company at the Special Meeting of stockholders held on August 1, 2023.
The
total consideration paid at Closing (the “Merger Consideration”) by the Company to the HWH shareholders was $125,000,000,
and was paid in shares of Class A common stock, par value $0.0001
per share, of the Company (“Company Common
Stock”). The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be
12,500,000.
Refer to Note 9 – Subsequent Event.
The
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 includes
the full exercise of the underwriters’ option to purchase an additional 1,125,000 Units generating additional gross proceeds to
the Company of $11,250,000, which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of units (the “Private Placement
Units”) at a price of $ per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the “Sponsor”)
generating gross proceeds to the Company in the amount of $.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied 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 from 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.
The
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.”
All
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.
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 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.
Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The
holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held
by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation
(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless
the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The
Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that if the Company had not completed
a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we had filed a proxy statement,
registration statement or similar filing for an initial Business Combination within 12 months from the consummation of Initial Public
Offering but had not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period
of time to consummate a Business Combination, at the election of the Company by two separate three month extensions, subject to satisfaction
of certain conditions, including the deposit of up to $862,500 ($0.10 per unit in either case) for each three month extension, into the
trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay
taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete
a Business Combination within the Combination Period.
The
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in
or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
On
May 1, 2023, 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 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are 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.
In
connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4
million held in the Trust Account.
During
the year ended November 30, 2023, the Company withdrew $919,547 from the Trust account. $706,490 of these funds were used to pay income
and franchise taxes. $213,057 remain in the Company’s bank account for future taxes and dissolution expenses.
Going
Concern and Management’s Plan
The
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
the completion of its initial business combination, at the earliest. In addition, the Company expects to have negative cash flows from
operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations
in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist
solely of pursuing a Business Combination.
On
January 9, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced
Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”). The Company’s common stock commenced
trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants
are expected to commence trading under the symbol “HWHW” at a later date.
The
Company has incurred continuing losses from its operations and has a working capital deficit $134,421 as of November 30, 2023.
The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise
capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.
If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,
which could harm its financial condition and operating results.
These
conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Principles
of Consolidation
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the balance sheet.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $585,654 and $1,172,581 as of November 30, 2023 and November 30, 2022, respectively. The Company had no cash
equivalents as of November 30, 2023 and November 30, 2022.
Investments
held in Trust Account
At
November 30, 2023 and 2022, the Company had approximately $21.3 million and $88.1 million, respectively, in investments in treasury securities
held in the Trust Account.
Offering
Costs associated with the Initial Public Offering
The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, Offering Costs. Offering costs of $475,348 consist principally of costs incurred
in connection with the preparation for the Initial Public Offering. These costs, together with the underwriter’s discount of $4,743,750,
were allocated between temporary equity, the Public Warrants and the Private Units in a relative fair value method upon completion of
the Initial Public Offering.
Class
A common stock subject to possible redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Common stock subject to possible redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity.
The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, at November 30, 2023 and 2022, the Class A common stock
subject to possible redemption in the amount of $20,457,011 and $87,934,212, respectively, are presented as temporary equity, outside
of the stockholders’ equity section of the Company’s balance sheets.
Net
income per share
Net
income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during
the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between
the two classes of shares. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants
issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not
yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.
The
following tables reflects the calculation of basic and diluted net income (loss) per common share:
SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
| | |
Class A | | |
Class B | |
| | |
For the Year Ended November 30, 2023 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 388,396 | | |
$ | 160,477 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 5,218,670 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.07 | | |
$ | 0.07 | |
| | |
Class A | | |
Class B | |
| | |
For the Year Ended
November 30, 2022 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 88,130 | | |
$ | 25,357 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 7,478,425 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.01 | | |
$ | 0.01 | |
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November
30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% excise
tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”)
on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the
IR Act to have a material adverse impact to our consolidated financial statements.
Delaware Franchise Tax
Delaware,
where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to
do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on
assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated
rate based on the number of authorized shares. During years ended November 30, 2023 and 2022 the company incurred $205,000 and $168,398
in Delaware franchise tax respectively.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
The
Company had uninsured cash of $335,654 and $922,581 as of November 30, 2023, and November 30, 2022, respectively.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
|
|
| |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
| |
|
|
| |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s consolidated financial statements.
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $10.00 per Unit generating gross proceeds to the Company
in the amount of $75,000,000. Each Unit consists of one share of Class A common stock, one-half of one redeemable warrant (“Public
Warrant”) and one right. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price
of $11.50 per share, subject to adjustment (see Note 7). Each right entitles the holder thereof to receive one-tenth (1/10) of one share
of Class A common stock upon the consummation of an initial Business Combination.
On
February 3, 2022, the underwriters purchased an additional 1,125,000 Units pursuant to the full exercise of the over-allotment option.
The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $11,250,000.
NOTE
4 — PRIVATE PLACEMENTS
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of
$10.00 per Private Placement Unit generating gross proceeds in the amount of $4,400,000. In connection with the full exercise of the
over-allotment option, the Sponsor purchased an additional 33,750 Private Placement Units at a purchase price of $10.00 per Unit for
total gross proceeds of $337,500. Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one
right. Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon
the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class
A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
The
proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private
Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A common stock issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of
an Initial Business Combination, subject to certain exceptions.
NOTE
5 — RELATED PARTIES
Founder
Shares
On
November 8, 2021, the Sponsor received shares of the Company’s Class B common stock (the “Founder Shares”)
for $. The Founder Shares include an aggregate of up to shares subject to forfeiture to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately
20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units
and underlying securities). In connection with the exercise of the underwriters’ overallotment option, these shares are no longer
subject to forfeiture.
The
holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)
if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities
or other property.
Promissory
Note — Related Party
On
November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $. The Promissory Note is non-interest bearing and payable on the
earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering. As of November 30, 2023 and November 30, 2022, there
was amount outstanding under the Promissory Note.
Advances
from Related Party
The
Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand
and are non-interest bearing. During the year ended November 30, 2022, the Sponsor paid a total of $ of offering and operating
costs on behalf of the Company. During the year ended November 30, 2022, the Company repaid the outstanding balance of $. During
the year ended November 30, 2023, the Sponsor paid a total of $ of operating costs on behalf of the Company. During the year ended
November 30, 2023, the Company repaid the outstanding balance. As of November 30, 2023 and November 30, 2022, $ and $ was due to the
related party, respectively.
General
and Administrative Services
Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ per month for office
space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the Initial Business Combination
or the Company’s liquidation, the Company will cease paying these monthly fees. During the years ended November 30, 2023 and 2022,
the Company recorded charges of $120,000 and $100,000, respectively, to the statement of operations pursuant to the agreement.
Related
Party Loans
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $ of the notes may be converted upon completion
of a Business Combination into units at a price of $ per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of November
30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.
Extension
Loan
On
May 1, 2023, 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 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are 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. The Sponsor has funded the first 30-day extension payment on May 3, 2023 and made subsequent extension payments on June
5th and July 6th totaling $205,305 payments during the year ended on November 30, 2023. The Sponsor is entitled
to the repayment of these extension payments, without interest. If the Company completes its initial Business Combination, it will, at
the option of the Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of
the Company in lieu of repayment. As of November 30, 2023 and 2022 there was $205,305 and $0, respectively, outstanding under the extension
loan.
Due
from Sponsor
Due
from sponsor was $ and $ at November 30, 2023 and November 30, 2022, respectively and represents expenses paid by the Company
on behalf of the Sponsor.
NOTE
6 — COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required
to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are
released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 3,
2022, the underwriters elected to fully exercise their over-allotment option. The Units were sold at an offering price of $10.00 per
Unit, generating additional gross proceeds to the Company of $11,250,000.
The
underwriters were paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate, upon the closing of the Initial
Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $ $3,018,750 in the aggregate.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement.
NOTE
7 — STOCKHOLDERS’ EQUITY
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As
of November 30, 2023 and 2022, there were no shares of preferred stock issued or outstanding.
Class
A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of November 30, 2023 and 2022, there were 473,750
shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000, respectively, shares of the
Class A Common Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).
Class
B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of Class B common stock are entitled to one vote for each share. As of November 30, 2023 and 2022, there were 2,156,250
shares of Class B common stock issued and outstanding.
Only
holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of
our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders’
agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance
arrangements that differ from those that were in effect upon completion of the Initial Public Offering.
The
shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or
deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the
ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding
upon the completion of the Initial Public Offering (excluding the placement units and underlying securities).
Rights
- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically
receive one-tenth (1/10) of one share of common stock upon consummation of the initial Business Combination. The Company will not issue
fractional shares in connection with an exchange of rights. Fractional shares will either be rounded to the nearest whole share or otherwise
addressed in accordance with Section 155 of the Delaware General Corporation Law, as further described herein. We will make the determination
of how we are treating fractional shares at the time of our initial Business Combination and will include such determination in the proxy
materials we will send to stockholders for their consideration of such initial Business Combination.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination being
declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the
warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:
| |
● |
in
whole and not in part; |
| |
|
|
| |
● |
at
a price of $0.01 per Public Warrant; |
| |
|
|
| |
● |
upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
| |
|
|
| |
● |
if,
and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
the trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as
described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except
the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not
be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
NOTE
8 — INCOME TAXES
The
Company’s deferred tax assets are as follows at November 30, 2023 and 2022:
SCHEDULE
OF DEFERRED TAX ASSETS
| | |
November 30,
2023 | | |
November 30,
2022 | |
| Deferred tax asset | |
| | | |
| | |
| Net operating loss | |
$ | - | | |
$ | - | |
| Startup/organizational costs | |
| 327,760 | | |
| 241,940 | |
| Total deferred tax asset | |
| 327,760 | | |
| 241,940 | |
| Valuation allowance | |
| (327,760 | ) | |
| (241,940 | ) |
| Deferred tax asset, net of allowance | |
$ | - | | |
$ | - | |
The
income tax provision (benefit) consists of the following for the year November 30, 2023 and November 30, 2022:
SCHEDULE
OF INCOME TAX BENEFIT
| | |
November 30,
2023 | | |
November 30,
2022 | |
| Federal | |
| | | |
| | |
| Current | |
$ | 422,230 | | |
$ | 186,923 | |
| Deferred | |
| - | | |
| - | |
| State and Local | |
| | | |
| | |
| Current | |
| - | | |
| - | |
| Deferred | |
| - | | |
| - | |
| Income tax provision / (benefit) | |
$ | 422,230 | | |
$ | 186,923 | |
In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For
the year ended November 30, 2023 and 2022, the change in the valuation allowance was $203,935 and $123,825, respectively.
A
reconciliation of the statutory tax rate to the Company’s effective tax rates for the year ended November 30, 2023 and 2022:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| | |
Year Ended
November 30,
2023 | | |
Year Ended
November 30,
2022 | |
| Statutory federal income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| State taxes, net of federal tax benefit | |
| - | | |
| - | |
| Other | |
| 1.48 | | |
| - | |
| Change in valuation allowance | |
| 21.00 | | |
| 41.21 | |
| Income tax provision (benefit) | |
| 43.48 | % | |
| 62.21 | % |
NOTE
9 — SUBSEQUENT EVENT
On
January 9, 2024, the Company announced the completion of its previously announced business combination. In connection with the Business
Combination, Alset changed its name from Alset Capital Acquisition Corp. to HWH International Inc.
As
a result of the Business Combination, each share of Class A common stock was cancelled and converted into shares of the
Company’s common stock, on the terms set forth in the Merger Agreement, dated September 9, 2022. Pursuant to the terms of the
Merger Agreement, the aggregate number of shares of Company common stock that was delivered as consideration in the Business
Combination was 12,500,000
shares.
Also,
as a result of the Business Combination, each outstanding share of Class B common stock, with par value of $0.0001 per share, of Alset
(the “Class B Common Stock”), automatically converted into one share of Class A common stock, with $0.0001 par value per
share, of Alset (the “Class A Common Stock”), and then subsequently converted into one share of Company common stock.
In
lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction
Agreement, pursuant to which EF Hutton accepted a combination of $325,000
in cash (the “Cash Payment”) upon
the closing of the business combination, 149,443
shares of the Company’s common stock (the
“Shares”) and a $1,184,375
promissory note (the “Promissory Note”)
as full satisfaction of the Deferred Underwriting Commission.
1,942,108
shares of the Company’s common stock were redeemed in connection with the Business Combination at a redemption price of
$10.66 per share. Following the Business Combination, 909,875
new shares of the Company’s common stock were issued in connection with the conversion of rights into HWH common shares.
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not
Applicable.
Item
9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
In
connection with the preparation of our Report on Form 10-K, an evaluation was carried out by management, with the participation of our
Chief Executive Officers and Chief Financial Officers, of the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act) as of November 30, 2023. Disclosure controls and
procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified, and that such information is accumulated and communicated to management,
including the Chief Executive Officers and Chief Financial Officers, to allow timely decisions regarding required disclosure.
During
evaluation of disclosure controls and procedures as of November 30, 2023, conducted as part of our annual audit and preparation of our
annual financial statements, management conducted an evaluation of the effectiveness of the design and operations of our disclosure controls
and procedures and concluded that our disclosure controls and procedures were ineffective for those reasons set forth below.
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for the preparation and fair presentation of the financial statements included in this annual report. The financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s
judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.
Management
is also responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial
reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data.
Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including
the possibility of human error and the circumvention or overriding of internal control. Accordingly, even effective internal control
over financial reporting can provide only reasonable assurance with respect to financial statement presentation. Further, because of
changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
In
order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most
recently for its financial reporting as of November 30, 2023. This assessment was based on criteria for effective internal control over
financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)
of the Treadway Commission. In connection with management’s evaluation of the effectiveness of the Company’s internal control
over financial reporting as of November 30, 2023, management determined that the Company did not maintain effective controls over financial
reporting due to limited staff. This limited number of staff prevents us from segregating duties within our internal control system and
restricts our ability to timely evaluate the accuracy and completeness of our financial statement disclosures. Management determined
that the ineffective controls over financial reporting constitute a material weakness.
This
annual report filed on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting
firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in
this annual report.
Changes
in Internal Control over Financial Reporting
We
continue taking steps to enhance and improve the design of our internal controls over financial reporting. During the period covered
by this Annual Report on Form 10-K, we have not been able to completely remediate the material weaknesses identified above. To remediate
such weaknesses, we plan to appoint additional qualified personnel with financial accounting, GAAP, and SEC experience.
Item
9B. Other Information.
None
Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance.
Identification
of directors and executive officers
The
name, age and position of our officers and directors are set forth below:
| Name |
|
Age |
|
Position(s) |
| Heng
Fai Ambrose Chan |
|
79 |
|
Executive
Chairman, Director |
| John
“J.T.” Thatch |
|
61 |
|
Chief
Executive Officer |
| Rongguo
(Ronald) Wei |
|
52 |
|
Chief
Financial Officer |
| Lim
Sheng Hon Danny |
|
32 |
|
Chief
Operating Officer |
| William
Wu |
|
57 |
|
Independent
Director |
| Wong
Shui Yeung |
|
53 |
|
Independent
Director |
| Wong
Tat Keung |
|
53 |
|
Independent
Director |
The
mailing address for each of the officers and directors named above is c/o of the Company at: 4800 Montgomery Lane, Suite 210, Bethesda,
MD, 20814.
Business
Experience
Heng
Fai Ambrose Chan. Mr. Chan has served as our Chairman since October of 2021, and served as our Chief Executive Officer from October
of 2021 to January of 2024. Mr. Chan has over forty-five years of experience in the financial and equity investment industry. Mr. Chan
is the founder of Alset Inc. and has served as its Chairman of the Board and Chief Executive Officer since that company’s inception
in March 2018. Mr. Chan is an expert in banking and finance. He has restructured numerous companies in various industries and countries
during the past 40 years. Mr. Chan has served as the Chief Executive Officer of Alset International Limited since April 2014. Mr. Chan
joined the Board of Directors of Alset International Limited in May 2013. From 1995 to 2015, Mr. Chan served as Managing Chairman of
Hong Kong-listed Zensun Enterprises Limited (formerly Heng Fai Enterprises Limited), an investment holding company. Mr. Chan had previously
served as a member of the Board of Zensun Enterprises Limited since September 1992. Mr. Chan was formerly the Managing Director of SingHaiyi
Group Ltd., a public Singapore property development, investment and management company (“SingHaiyi”), from March 2003 to
September 2013, and the Executive Chairman of China Gas Holdings Limited, an investor and operator of the city gas pipeline infrastructure
in China from 1997 to 2002. Mr. Chan has served as a non-executive director of DSS, Inc. (formerly known as Document Security Systems,
Inc.) since January 2017 and as Chairman of the Board since March 2019. Mr. Chan has served as a member of the Board of Directors of
OptimumBank Holdings, Inc. since June 2018. He has also served as a non-executive director of our indirect subsidiary LiquidValue Development
Inc. since January 2017. Mr. Chan has served as a director of Alset Inc.’s 99.7%-owned subsidiary Hapi Metaverse Inc. since October
2014. Mr. Chan has served as a member of the Board of Directors of Sharing Services Global Corporation since April of 2020. Mr. Chan
has served as a member of the Board of Value Exchange International, Inc. since December 2021. Mr. Chan also served as a non-executive
director of Holista CollTech Ltd. from July 2013 until June 2021.
Mr.
Chan was formerly a director of Global Medical REIT Inc., a healthcare facility real estate company, from December 2013 to July 2015.
He also served as a director of Skywest Ltd., a public Australian airline company from 2005 to 2006. Mr. Chan served as a member of the
Board of Directors of RSI International Systems, Inc., the developer of RoomKeyPMS, a web-based property management system, from June
2014 to February 2019.
Mr. Chan is the Chairman and Chief Executive Officer of Alset Inc.,
the majority owner of HWH’s parent company, Alset International Limited, and Alset Investment Pte Ltd.; the owners of our sponsor.
Mr. Chan also serves as the Executive Chairman, Director, and Hapi Wealth Builder Division Head of HWH, and the Executive Chairman of
Sharing Services Global Corporation, a company partly owned by DSS, Inc., an entity in which Alset Inc. has a significant ownership stake.
Director
Qualifications of Heng Fai Ambrose Chan:
The
board of directors appointed Mr. Chan in recognition of his abilities to assist the Company in expanding its business and the contributions
he can make to the Company’s strategic direction.
John
“JT” Thatch. Mr. Thatch has served as HWH’s Chief Executive Officer since January 9, 2024. Mr. Thatch has
also served as a director of DSS, Inc., a NYSE traded company, from May 2019 to October 2023, during which time he was their Lead Independent
Director. Mr. Thatch is an accomplished, energetic, entrepreneur-minded executive who has the vision and knowledge to create growth and
shareholder value any organization. Mr. Thatch has successfully started, owned and operated several sized businesses in various industries,
including service, retail, wholesale, on-line learning, finance, real estate management and technology companies. Since March 2018, Mr.
Thatch has served as the President, Chief Executive Officer and Vice Chairman of Sharing Services Global Corporation, a publicly traded
holding company focused in the direct selling and marketing industry. He is a minority member of Superior Wine & Spirits, a Florida-based
wholesale company since February of 2016. Mr. Thatch served as Chief Executive Officer of Universal Education Strategies, Inc. from January
2009 to January 2016, an organization involved in the development and sales of educational products and services. From 2000 to 2005,
he was the Chief Executive Officer of Onscreen Technologies, Inc., currently listed on NASDAQ as Orbital Energy Group “OEG”,
once a global leader in the development of cutting-edge thermal management technologies for integrated LED technologies, circuits, superconductors
and solar energy solutions. Mr. Thatch was responsible for all aspects of the company including board and stockholder communications,
public reporting and compliance with Sarbanes-Oxley, structuring and managing the firm’s financial operations, and expansion initiatives
for all corporate products and services. Mr. Thatch’s public company financial and management experience in the strategic growth
and development of various companies qualify him to serve as Chief Executive Officer of HWH.
Rongguo
(Ronald) Wei. Mr. Wei has served as our Chief Financial Officer since October of 2021. Mr. Wei is a finance professional with more
than 15 years of experience working in public and private corporations in the United States. As the Co-Chief Financial Officer of Alset
Inc., the majority shareholder of Alset International Limited, HWH’s owner, and Chief Financial Officer of SeD Development Management
LLC, Mr. Wei is responsible for oversight of all finance, accounting, reporting and taxation activities for those companies. Prior to
joining SeD Development Management LLC in August 2016, Mr. Wei worked for several different U.S. multinational and private companies
including serving as Controller at American Silk Mill, LLC, a textile manufacturing and distribution company, from August 2014 to July
2016, serving as a Senior Financial Analyst at Air Products & Chemicals, Inc., a manufacturing company, from January 2013 to June
2014, and serving as a Financial/Accounting Analyst at First Quality Enterprise, Inc., a personal products company, from 2011 to 2012.
Mr. Wei served as a member of the Board Directors of Amarantus Bioscience Holdings, Inc., a biotech company, from February to May 2017,
and has served as Chief Financial Officer of that company from February 2017 until November 2017. Before Mr. Wei came to the United States,
he worked as an equity analyst at Hong Yuan Securities, an investment bank in Beijing, China, concentrating on industrial and public
company research and analysis. Mr. Wei is a certified public accountant and received his Master of Business Administration from the University
of Maryland and a Master of Business Taxation from the University of Minnesota. Mr. Wei also holds a Master in Business degree from Tsinghua
University and a Bachelor’s degree from Beihang University.
Lim
Sheng Hon Danny. Mr. Lim was appointed Chief Operating Officer of HWH International Inc. in February of 2024 and also serves as Chief
Strategy Officer of the Company. Mr. Lim has also served as a director of Alset Inc. (NASDAQ: AEI) since October 2022, and has served
as Senior Vice President, Business Development and as Executive Director of Alset Inc.’s subsidiary, Alset International Limited
(SGX:40V), a publicly traded company on the Singapore Stock Exchange, since 2020. Mr. Lim has over 7 years of experience in business
development, merger & acquisitions, corporate restructuring and strategic planning and execution. Mr. Lim graduated from Singapore
Nanyang Technological University with a Bachelor’ Degree with Honors in Business, specializing in Banking and Finance.
We
have also assembled a group of independent directors who will provide public company governance, executive leadership, operational oversight,
private equity investment management and capital markets experience. Included in this group is Mr. William Wu, Mr. Wong Shui Yeung (Frankie)
and Mr. Wong Tat Keung (Aston).
William
Wu. Mr. Wu has served as a member of our Board of Directors since January of 2022. Mr. Wu previously served as the Executive
Director and Chief Executive Officer of Power Financial Group Limited from November 2017 to January 2019. Mr. Wu has served on the
Board of Directors of Alset Inc. since November of 2020. Mr. Wu has served as an independent non-executive director of JY Grandmark
Holdings Limited since November 2019. Mr. Wu has served as a member of the Board of Directors of DSS, Inc. since October of 2019.
Mr. Wu has served as a Director of Asia Allied Infrastructure Holdings Limited since February 2015. Mr. Wu previously served as a
Director and Chief Executive Officer of RHB Hong Kong Limited from April 2011 to October 2017. Mr. Wu served as the Chief Executive
Officer of SW Kingsway Capital Holdings Limited (now known as Sunwah Kingsway Capital Holdings Limited) from April 2006 to September
2010. Mr. Wu holds a Bachelor of Business Administration degree and a Master of Business Administration degree of Simon Fraser
University in Canada. He was qualified as a Chartered Financial Analyst of The Institute of Chartered Financial Analysts in
1996.
Mr.
Wu previously worked for a number of international investment banks and possesses over 27 years of experience in the investment banking,
capital markets, institutional broking and direct investment businesses. He is a registered license holder to carry out Type 6 (advising
on corporate finance) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong). We believe that Mr. Wu’s knowledge of complex, cross-border financial matters is highly relevant to our business
and qualifies him to serve as an independent member of the board.
Director
Qualifications of Mr. Wu:
Mr.
Wu demonstrates extensive knowledge of complex, cross-border financial matters highly relevant to our business, making him well-qualified
to serve as an independent member of the board. Mr. Wu serves on our Audit Committee and Compensation Committee.
Wong
Shui Yeung (Frankie). Mr. Wong has served as a member of our Board of Directors since January of 2022. Mr. Wong is a practicing
member and fellow of Hong Kong Institute of Certified Public Accountants. He holds a bachelor’s degree in business
administration. He has over 25 years’ experience in accounting, auditing, corporate finance, corporate investment and
development, and company secretarial practice. Mr. Wong has served as a director of Alset Inc. and DSS Inc. since November 2021 and
July 2022 respectively, the shares of which are listed on NASDAQ, Value Exchange International, Inc. since April 2022, the shares of
which are listed on the OTCQB. He has served as an independent non-executive director of Alset International Limited since June
2017, the shares of which are listed on the Catalist Board of the Singapore Stock Exchange and First Credit Finance Group Limited
since February 2024, the shares of which are listed on the GEM Board of The Stock Exchange of Hong Kong Limited. . Mr. Wong was an
Independent Non-Executive Director of SMI Holdings Group Limited from April 2017 to December 2020 and SMI Culture & Travel Group
Holdings Limited from December 2019 to November 2020, the shares of which were listed on the Main Board of The Stock Exchange of
Hong Kong Limited.
Director
Qualifications of Mr. Wong:
Mr.
Wong’s knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business, as well as working
experience in internal corporate controls, qualify him to serve as an independent member of the board. Mr. Wong serves on our Audit Committee
and Compensation Committee.
Wong
Tat Keung (Aston). Mr. Wong has served as a member of our Board of Directors since January of 2022. Mr. Wong has over 20 years’
experience in audit, accounting, taxation and business advisory. Mr. Wong has served as a director of Alset Inc. since November 2020.
Since 2010, Mr. Wong has served as the director of Aston Wong CPA Limited. He has been an independent non-executive director of Alset
International since January 2017, and a director of Alset Inc. since November 2020. Mr. Wong has been an independent non-executive director
of Roma Group Limited, a valuation and technical advisory firm, since March 2016, and has served as an independent non-executive director
of Lerthai Group Limited, a property, investment, management and development company, since December 2018. Previously, he served as the
director and sole proprietor of Aston Wong & Co., a registered certified public accounting firm, from January 2006 to February 2010.
From January 2005 to December 2005, he was a Partner at Aston Wong, Chan & Co., Certified Public Accountants. From April 2003 to
December 2004, he served at Gary Cheng & Co., Certified Public Accountants as Audit Senior. He served as an Audit Junior to Supervisor
of Hui Sik Wing & Co., certified public accountants from April 1993 to December 1999. He served as an independent non-executive director
of SingHaiyi from July 2009 to July 2013 and ZH Holdings from December 2009 to July 2015. Mr. Wong is a Certified Public Accountant admitted
to practice in Hong Kong. He is a Fellow Member of Association of Chartered Certified Accountants and an Associate Member of the Hong
Kong Institute of Certified Public Accountants. He holds a Master in Business Administration degree (financial services) from the University
of Greenwich, London, England.
Director
Qualifications of Mr. Wong:
Mr.
Wong demonstrates extensive knowledge of complex, cross-border financial, accounting and tax matters highly relevant to our business,
as well as working experience in internal corporate controls, making him well-qualified to serve as an independent member of the board.
Mr. Wong serves on our Audit Committee and Compensation Committee.
Family
Relationships
There
are no family relationships among the officers and directors, nor are there any arrangements or understanding between any of the directors
or officers of the Company.
Section
16(a) Beneficial Ownership Reporting Compliance
To
our knowledge, no director, officer or beneficial owner of more than ten percent of any class of our equity securities, failed to file
on a timely basis reports required by Section 16(a) of the Exchange Act during the fiscal year ended November 30, 2023.
Code
of Ethics
We
adopted a code of ethics on January 31, 2022, that applies to our principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions.
Corporate
Governance
There
have been no changes in any state law or other procedures by which security holders may recommend nominees to our board of directors.
We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee.
Board
Committees
Our
Board of Directors has an Audit Committee and a Compensation Committee. 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.
Involvement
in Certain Legal Proceedings
None
of our directors, executive officers and control persons/promoters has been involved in any of the following events during the past ten
years:
| ● |
Any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the
time of the bankruptcy or within two years prior to that time, |
| ● |
Any
conviction in a criminal proceeding or being subject to any pending criminal proceeding (excluding traffic violations and other minor
offenses); |
| |
|
| ● |
Being
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities
or banking activities; or |
| |
|
| ● |
Being
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
Conflicts
of Interest
In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business
opportunities to a corporation if:
●
the corporation could financially undertake the opportunity;
●
the opportunity is within the corporation’s line of business; and
●
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.
Upon
the closing of the initial business combination, the Company’s Code of Ethics will be amended to require it to avoid, wherever
possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved
by the Board (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved
will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3)
any (a) executive officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common
Stock, or (c) immediate family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material
interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest
situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits
as a result of his or her position. As a result of the close relationship between HWH and the Company, in the event that the initial
business combination with HWH is consummated, it will not be possible to avoid such related party conflicts.
The
Company’s audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions
to the extent the Company enters into such transactions. The audit committee will consider all relevant factors when determining whether
to approve a related party transaction, including whether the related party transaction is on terms no less favorable to the Company
than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related
party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party,
but that director is required to provide the audit committee with all material information concerning the transaction. The Company also
requires each of its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information
about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
As
a result of the relationship between HWH and the Company, the Company obtained a fairness opinion in connection with the board’s
approval of the Agreement and Plan of Merger with HWH.
Item
11. Executive Compensation.
Unless
otherwise indicated or the context otherwise requires, references in this section to “we,” “our,” “us”
and other similar terms refer to HWH International Inc. before the Business Combination.
None of our executive officers has received any cash compensation for services
rendered to us. We agreed to pay to our Alset Management Group Inc. a total of $10,000 per month for office space, utilities and secretarial
and administrative support. Upon completion of our initial business combination or our liquidation, we ceased paying these monthly fees.
No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a
loan, will be paid by us to our Sponsor, officers or directors or any affiliate of our Sponsor, officers or directors, prior to, or in
connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the
type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with
activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee reviews on a quarterly basis all payments that were made to our Sponsor, officers or directors or our or their affiliates.
Any such payments prior to an initial business combination will be made using funds held outside the Trust Account. Other than quarterly
audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments
to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial
business combination.
After
the completion of our initial business combination, directors or members of our management team who remain with us or the Combined Company
may be paid consulting or management fees, or other fees, from the Combined Company. We have not established any limit on the amount
of such fees that may be paid by the Combined Company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.
We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or
consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting
a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business
combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any
agreements with our officers and directors that provide for benefits upon termination of employment.
Outstanding
Equity Awards at Fiscal Year-End
There
were no grants of stock options through the date of this report.
We
do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
The
board of directors of the Company has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in
the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the “Committee”).
The Committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not impair any rights under any option previously granted. The Company may develop an incentive-based
stock option plan for its officers and directors.
Stock
Awards Plan
The
company has not adopted a Stock Awards Plan but may do so in the future. The terms of any such plan have not been determined.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Security
Ownership
The
following table and accompanying footnotes set forth certain information with respect to the beneficial ownership of our common stock
as of February 28, 2024, referred to in the table below as the “Beneficial Ownership Date,” by:
| ● |
each
person who is known to be the beneficial owner of 5% or more of the outstanding shares of our common stock; |
| ● |
each
member of our board of directors, director nominees and each of our named executive officers individually; and |
| ● |
all
of our directors, director nominees and executive officers as a group. |
Beneficial
ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and
the percentage ownership of that person, shares of common stock subject to stock options or warrants held by that person that are currently
exercisable or exercisable within 60 days of the Beneficial Ownership Date and shares of restricted stock subject to vesting until the
occurrence of certain events, are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other
person (however, neither the stockholder nor the directors and officers listed below own any stock options or warrants to purchase shares
of our common stock at the present time). The percentages of beneficial ownership are based on 16,223,301 shares of HWH International
Inc. Common Stock outstanding as of the Beneficial Ownership Date.
To
our knowledge, except as set forth in the footnotes to this table and subject to applicable community property laws, each person named
in the table has sole voting and investment power with respect to the shares set forth opposite such person’s name.
| Name and Address | |
Number
of Common
Shares Beneficially
Owned | | |
Percentage of
Outstanding
Common Shares (1) | |
| Directors and Executive Officers (2): | |
| | | |
| | |
| Heng Fai Ambrose Chan (3)(4) | |
| 13,827,250 | | |
| 84.0 | % |
| John “JT” Thatch | |
| 0 | | |
| 0.00 | % |
| Rongguo (Ronald) Wei | |
| 0 | | |
| 0.00 | % |
| Lim Sheng Hon Danny | |
| 0 | | |
| 0.00 | % |
| William Wu | |
| 0 | | |
| 0.00 | % |
| Wong Shui Yeung | |
| 0 | | |
| 0.00 | % |
| Wong Tat Keung | |
| 0 | | |
| 0.00 | % |
| All Directors and Officers (7 individuals) | |
| 13,827,250 | | |
| 84.0 | % |
| Alset Acquisition Sponsor, LLC (3) | |
| 2,914,250 | | |
| 17.7 | % |
| Alset International Limited | |
| 10,900,000 | | |
| 67.2 | % |
| Alset Inc. (3) | |
| 13,814,250 | | |
| 83.9 | % |
| Other Stockholders: None | |
| | | |
| | |
| (1) |
Based
upon 16,223,301 shares of Common Stock outstanding as of February 28, 2024 |
| |
|
| (2) |
The
mailing address for each individual and entity set forth above is c/o HWH International Inc., 4800 Montgomery Lane, Suite 210, MD
20814. |
| |
|
| (3) |
Alset
Acquisition Sponsor, LLC, our sponsor, is the record holder of the securities reported herein. Alset Inc. and Alset International
Limited are the owners of 55% and 45% respectively of Alset Acquisition Sponsor, LLC. Alset Inc. owns 85.4% of Alset International
Limited. Heng Fai Ambrose Chan is the Chairman, Chief Executive Officer and Majority Stockholder of Alset Inc. Mr. Chan may be deemed
to share beneficial ownership of the securities held of record by our sponsor. Mr. Chan disclaims any such beneficial ownership except
to the extent of his pecuniary interest. |
| |
|
| (4) |
Heng Fai Ambrose Chan directly owns 13,000 shares of HWH International Inc. |
Item
13. Certain Relationships and Related Transactions, and Director Independence.
Family
Relationships
Not
applicable.
Policies
and Procedures for Transactions with Related Persons
Following
the initial business combination, the Company’s Code of Ethics will be amended to require it to avoid, wherever possible, all related
party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board (or
the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be
expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive
officer, director or nominee for election as a director, (b) greater than 4% beneficial owner of the Company Common Stock, or (c) immediate
family member of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than
solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise
when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts
of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her
position. As a result of the relationship between HWH and the Company, in the event that the initial business combination with HWH is
consummated, it will not be possible to avoid such related party conflicts.
The
Company’s audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions
to the extent the Company enters into such transactions. The audit committee will consider all relevant factors when determining whether
to approve a related party transaction, including whether the related party transaction is on terms no less favorable to the Company
than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related
party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party,
but that director is required to provide the audit committee with all material information concerning the transaction. The Company also
requires each of its directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information
about related party transactions.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.
As
a result of the relationship between the Company and HWH, the Company obtained a fairness opinion in connection with the board’s
approval of the Agreement and plan of Merger with HWH.
Transactions
with Related Persons, Promoters, and Certain Control Persons
Founder
Shares
On
November 8, 2021, the Sponsor received 2,156,250 shares of the Company’s Class B common stock (the “Founder Shares”)
for $25,000. The Founder Shares include an aggregate of up to 281,250 shares subject to forfeiture to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately
20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units
and underlying securities). In connection with the exercise of the underwriters’ overallotment option, these shares are no longer
subject to forfeiture.
The
holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)
if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities
or other property.
Promissory
Note — Related Party
On
November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $300,000. The Promissory Note is non-interest bearing and payable on the
earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering. As of November 30, 2023 and 2022, there was no amount
outstanding under the Promissory Note.
Advances
from Related Party
The
Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand
and are non-interest bearing. During the year ended November 30, 2022, the Sponsor paid a total of $75,000 of offering and operating
costs on behalf of the Company. During the year ended November 30, 2022, the Company repaid the outstanding balance of $211,153. During
the year ended November 30, 2023, the Sponsor paid a total of $33,475 of operating costs on behalf of the Company. During the year ended
November 30, 2023, the Company repaid the outstanding balance. As of November 30, 2023 and November 30, 2022, $0 and $0 was due to the
related party, respectively.
General
and Administrative Services
The Company agreed to pay the Alset Management Group Inc. a total of $10,000
per month for office space, utilities and secretarial and administrative support for up to 24 months commencing on the date the Units
were first listed on the Nasdaq. Upon completion of the Initial Business Combination the Company ceased paying these monthly fees. During
the years ended November 30, 2023 and 2022, the Company recorded a charge of $120,000 and $100,000, respectively, to the statement of
operations pursuant to the agreement.
Related
Party Loans
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon completion
of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of November
30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.
Extension
Loan
On
May 1, 2023, 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 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are 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. The Sponsor has funded the first 30-day extension payment on May 3, 2023. The Sponsor has funded the first 30-day extension
payment on May 3, 2023 and made subsequent extension payments on June 5th and July 6th totaling $205,305 payments
during the year ended on November 30, 2023. The Sponsor is entitled to the repayment of these extension payments, without interest. If
the Company completes its initial Business Combination, it will, at the option of the Sponsor, repay the extension payments out of the
proceeds of the Trust Account released to it or issue securities of the Company in lieu of repayment. As of November 30, 2023 and 2022
there was $205,305 and $0, respectively, outstanding under the extension loan.
Due
from Sponsor
Due
from sponsor was $0 and $13,000 at November 30, 2023 and November 30, 2022, respectively, and represents expenses paid by the Company
on behalf of the Sponsor.
Item
14. Principal Accounting Fees and Services
The
following table indicates the fees paid by us for services performed for the years ended November 30, 2023 and November 30, 2022:
| | |
Year
Ended November 30, 2023 | | |
Year
Ended November 30, 2022 | |
| | |
| | |
| |
| Audit Fees | |
$ | 47,500 | | |
$ | 47,443 | |
| Audit-Related Fees | |
$ | 0 | | |
$ | 0 | |
| Tax Fees | |
$ | 0 | | |
$ | 27,400 | |
| All Other Fees | |
$ | 75,000 | | |
$ | 0 | |
| Total | |
$ | 122,500 | | |
$ | 74,843 | |
Audit
Fees. This category includes the aggregate fees billed for professional services rendered by the independent auditors
during the years ended November 30, 2023 and November 30, 2022 for the audit of our consolidated financial statements and review of previous
years’ Form 10-Qs.
Tax
Fees. This category includes the aggregate fees billed for tax services rendered in the preparation of our federal and
state income tax returns.
All
Other Fees. This category includes the aggregate fees billed for all other services, exclusive of the fees disclosed above,
rendered during the years ended November 30, 2023 and November 30, 2022.
PART
IV
Item
15. Exhibit and Financial Statement Schedules
(a)(1)
List of Financial statements included in Part II hereof:
Consolidated Balance Sheets as of November 30, 2023 and November 30, 2022
Consolidated
Statements of Operations for the Years Ended November 30, 2023 and 2022
Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended November 30, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended November 30, 2023 and 2022
(a)(2)
List of Financial Statement schedules included in Part IV hereof:
None.
(a)(3)
Exhibits
The
following exhibits are filed with this report or incorporated by reference:
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting
Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on
February 8, 2022 |
| 2.1 |
|
Merger
Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc. and HWH International Inc.,
incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022. |
| 3.1 |
|
Amended
and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s
Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
| 3.2 |
|
By
Laws, incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on
January 13, 2022. |
| 3.3 |
|
Amendment
to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference
to Exhibit 3.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023. |
| 3.4 |
|
Amendment
to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC
on November 3, 2023. |
| 4.1 |
|
Specimen
Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022 |
| 4.2 |
|
Specimen
Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form
S-1 filed with the SEC on January 13, 2022 |
| 4.3 |
|
Specimen
Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1 filed
with the SEC on January 13, 2022 |
| 4.4 |
|
Specimen
Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022 |
| 4.5 |
|
Warrant
Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K/A filed with the SEC on February 8, 2022 |
| 4.6 |
|
Rights
Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current
Report on Form 8-K/A filed with the SEC on February 8, 2022 |
| 4.7* |
|
Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934 |
| 10.1 |
|
Letter
Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit
10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
| 10.2 |
|
Promissory
Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s
Registration Statement on Form S-1 filed with the SEC on January 13, 2022. |
| 10.3 |
|
Investment
Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the
Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
| 10.4 |
|
Registration
Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s
Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
| 10.5 |
|
Securities
Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference
to Exhibit 10.1 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022. |
| 10.6 |
|
Placement
Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the
Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
| 10.7 |
|
Form
of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed
with the SEC on January 13, 2022. |
| 10.8 |
|
Administrative
Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the
Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022 |
| 10.9 |
|
Sponsor
Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp. and each of the Persons set forth on
Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022. |
| 10.10 |
|
Shareholder
Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc. and each of
the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on
September 12, 2022. |
| 10.11 |
|
Amendment
No. 1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report
on Form 8-K filed with the SEC on May 3, 2023. |
| 10.12 |
|
Form
of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current
report on Form 8-K filed with the SEC on July 31, 2023. |
| 10.13 |
|
Form
of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s
current report on Form 8-K filed with the SEC on July 31, 2023. |
| 10.14 |
|
Amendment
No. 2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report
on Form 8-K filed with the SEC on November 3, 2023. |
| 10.15 |
|
Satisfaction
and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report
on Form 8-K filed with the SEC on January 12, 2024. |
| 14 |
|
Code
of Ethics, incorporated by reference to Exhibit 14 of the Registrant’s Registration Statement on Form S-1 filed with the SEC
on January 13, 2022 |
| 21* |
|
Subsidiaries of the Company |
| 31.1* |
|
Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* |
|
Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1** |
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2** |
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 97.1** |
|
Clawback Policy of HWH International Inc. |
| 99.1 |
|
Audit
Committee Charter, incorporated by reference to Exhibit 99.1 of the Registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022 |
| 99.2 |
|
Compensation
Committee Charter, incorporated by reference to Exhibit 99.2 of the Registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022 |
| 101.INS |
|
XBRL
Instance Document |
| 101.SCH |
|
XBRL
Taxonomy Extension Schema Document |
| 101.CAL |
|
XBRL
Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
XBRL
Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
XBRL
Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
XBRL
Taxonomy Extension Presentation Linkbase Document |
*
Filed herewith.
**
Furnished herewith.
Item
16. Form 10-K Summary
None.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
HWH
International Inc. |
| |
|
|
| Dated:
February 28, 2024 |
By: |
/s/
Rongguo (Ronald) Wei |
| |
Name: |
Rongguo
(Ronald) Wei |
| |
Title: |
Chief
Financial Officer |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
John Thatch |
|
Chief
Executive Officer |
|
February
28, 2024 |
| John
Thatch |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Rongguo (Ronald) Wei |
|
Chief
Financial Officer |
|
February
28, 2024 |
| Rongguo
(Ronald) Wei |
|
(Principal
Financial Officer and
Principal
Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Wong Shui Yeung (Frankie) |
|
Director |
|
February
28, 2024 |
| Wong
Shui Yeung (Frankie) |
|
|
|
|
| |
|
|
|
|
| /s/
William Wu |
|
Director |
|
February
28, 2024 |
| William
Wu |
|
|
|
|
| |
|
|
|
|
| /s/
Wong Tat Keung (Aston) |
|
Director |
|
February
28, 2024 |
| Wong
Tat Keung (Aston) |
|
|
|
|
| |
|
|
|
|
| /s/
Heng Fai Ambrose Chan |
|
Director |
|
February
28, 2024 |
| Heng
Fai Ambrose Chan |
|
|
|
|
Exhibit
4.7
DESCRIPTION
OF SECURITIES OF HWH
General
The
total amount of authorized capital stock of the Company consists of 56,000,000 shares, consisting of (a) 55,000,000 shares of common
stock (the “Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).
Common
Stock
The
holders of the Common Stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Holders
of HWH Common Stock are entitled to receive dividends or other distributions, if any, as may be declared from time to time by the HWH
board of directors in its discretion out of funds legally available therefor and share equally on a per share basis in all such dividends
and other distributions. In the event of any liquidation, dissolution or winding up of HWH, either voluntary or involuntary, holders
of HWH Common Stock will be entitled to receive their ratable and proportionate share of the remaining assets of HWH.
Holders
of HWH Common Stock will have no cumulative voting rights, conversion, preemptive or other subscription rights and there are no sinking
fund or redemption provisions applicable to HWH Common Stock.
Preferred
Stock
Our
Charter authorizes the issuance of 1,000,000 shares of Preferred Stock by the board of directors, in one or more series, and the board
of directors may establish the number of shares to be included in each such series and may fix the voting rights, if any, designations,
powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications,
limitations, and restrictions thereof.
The
rights of Preferred Stock could adversely affect the voting power or other rights of the holders of Common Stock. In addition, the Preferred
Stock could be utilized as a method of discouraging, delaying, or preventing a change in control of the Company.
Warrants
As of February 28, 2024, we have public and private warrants outstanding to purchase an aggregate of 4,549,375 shares of Common Stock.
If
the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of common stock, or by a split-up
of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the
number of shares of Common Stock issuable on exercise of each whole Warrant will be increased in proportion to such increase in the outstanding
shares of Common Stock.
The
Warrant holders, solely by virtue of holding Warrants, do not have the rights or privileges of holders of Common Stock or any voting
rights until they exercise their Warrants and receive shares of Common Stock.
Public
Warrants
Each
whole warrant entitles the registered warrant holder to purchase one share of our common stock at a price of $11.50 per share, subject
to certain adjustments, at any time commencing on the later of February 2, 2023 and the completion of our initial business combination.
Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares of common stock. This
means that only a whole warrant may be exercised at any given time by a warrant holder.
The
warrants expire five years after the Closing, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
Terms
and Conditions for Exercise
Unless
a registration statement under the Securities Act with respect to the HWH Common Stock is then effective and a prospectus relating thereto
is current, we will not be obligated to deliver any shares of HWH Common Stock pursuant to the exercise of our warrants and will have
no obligation to settle such warrant exercise subject to our satisfying our obligations described below with respect to registration.
None of our warrants will be exercisable and we will not be obligated to issue shares of our common stock upon exercise of a warrant
unless our common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities
laws of the state of residence of the registered holder of our warrants. In the event that the conditions in the two immediately preceding
sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such
warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.
A
warrant holder may notify us in writing in the event it elects to be subject to a requirement that such warrant holder will not have
the right to exercise its warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of HWH Common Stock outstanding immediately after giving effect to such exercise.
Redemption
Terms
Once
the warrants become exercisable, because such registration statement covering our common stock issuable upon exercise of the warrants
is effective (and a prospectus relating thereto is current, and unless our common stock issuable upon such warrant exercise has been
registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of our warrants),
we may call the warrants for redemption:
| |
● |
in
whole and not in part; |
| |
|
|
| |
● |
at
a price of $0.01 per warrant; |
| |
|
|
| |
● |
upon
not less than 30 days’ prior written notice of redemption given after our warrants become exercisable (the “30-day redemption
period”) to each warrant holder; and |
| |
|
|
| |
● |
if,
and only if, the reported last sale price of HWH Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock
dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing once
the warrants become exercisable and ending three business days before we send the notice of redemption to the warrant holders. |
Exercise
Price Adjustment Upon Certain Events
If
the number of outstanding shares of our common stock is increased by a stock dividend payable in shares of our common stock, or by a
split-up of shares of our common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar
event, the number of shares of our common stock issuable on exercise of each whole warrant will be increased in proportion to such increase
in the outstanding shares of our common stock. A rights offering to holders of our common stock entitling holders to purchase shares
of our common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of our common stock
equal to the product of (i) the number of shares of our common stock actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for our common stock) and (ii) one (1) minus
the quotient of the price per share of our common stock paid in such rights offering divided by (y) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for our common stock, in determining the price
payable for our common stock, there will be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of our common stock as
reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of our common stock
trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
If
the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of our common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of our common stock issuable on exercise of each of our warrants will be decreased
in proportion to such decrease in outstanding shares of our common stock.
Whenever
the number of shares of our common stock purchasable upon the exercise of our warrants is adjusted, as described above, the warrant exercise
price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction the numerator of
which will be the number of shares of our common stock purchasable upon the exercise of the warrants immediately prior to such adjustment,
and (y) the denominator of which will be the number of shares of our common stock so purchasable immediately thereafter.
In
case of any reclassification or reorganization of the outstanding shares of common stock (other than those described above or that solely
affects the par value of such shares of common stock), or in the case of any merger or consolidation of us with or into another corporation
(other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or
reorganization of our outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in
the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such
reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event. However, if less than
70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of common stock
in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly
exercises the warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced
as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose
of such exercise price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during
the exercise period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of
the warrants in order to determine and realize the option value component of the warrant. This formula is to compensate the warrant holder
for the loss of the option value portion of the warrant due to the requirement that the warrant holder exercise the warrant within 30
days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price
for an instrument is available.
General
Terms
The
warrants will be issued in registered form under a warrant agreement between Vstock Transfer LLC, as warrant agent, and us. The warrant
agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any
mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant
agreement, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change
that adversely affects the interests of the registered holders of public warrants.
We
have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the
warrant agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern
District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action,
proceeding or claim.
Placement
warrants
Except
as described below, the placement warrants have terms and provisions that are identical to those of our public warrants, including as
to exercise price, exercisability and exercise period.
The
placement warrants (including our common stock issuable upon exercise of the placement warrants) will not be transferable, assignable
or salable until 30 days after the Closing of our Business Combination (except, among other limited exceptions, to our officers and directors
and other persons or entities affiliated with our Sponsor).
The
placement warrants will not be redeemable by HWH so long as they are held by our Sponsor or its permitted transferees. If they are held
by holders other than the Sponsor or its permitted transferees, the placement warrants will be redeemable by HWH and exercisable by the
holders on the same basis as the public warrants.
Our
Sponsor or its permitted transferees have the option to exercise the placement warrants on a cashless basis. If holders of the placement
warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number
of shares of our common stock equal to the quotient obtained by dividing the product of the number of shares of our common stock underlying
the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price
of our common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise
is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they
are held by the Sponsor or its permitted transferees is because it is not known at this time whether they will be affiliated with us
HWH following the Closing. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly
limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time.
Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if
he or she is in possession of material non-public information. Accordingly, unlike public stockholders who typically could sell the shares
of our common stock issuable upon exercise of the warrants freely in the open market, the insiders could be significantly restricted
from doing so. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.
Dividends
We
have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends for the
foreseeable future. We expect to retain future earnings, if any, to fund the development and growth of our business. Any future determination
to pay dividends on our common stock will be at the discretion of our board of directors and will depend upon, among other factors, our
financial condition, operating results, current and anticipated cash needs, plans for expansion, and other factors that our board of
directors may deem relevant.
Certain
Anti-Takeover Provisions of Delaware Law
Special
Meeting of Stockholders
HWH’s
amended and restated bylaws provide that special meetings of its stockholders may be called only by a majority vote of HWH’s Board
or by HWH’s Chief Executive Officer, President or Chairman.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations
HWH’s
amended and restated bylaws provide that stockholders seeking to bring business before HWH’s annual meeting of stockholders, or
to nominate candidates for election as directors at HWH’s annual meeting of stockholders, must provide timely notice of their intent
in writing. To be timely, a stockholder’s notice will need to be received by HWH’s secretary at its principal executive offices
not later than the 90th day nor earlier than the 120th day prior to the anniversary date of the proxy statement
provided in connection with the immediately preceding annual meeting of stockholders. Pursuant to Rule 14a-8 of the Exchange Act, proposals
seeking inclusion in HWH’s annual proxy statement will need to comply with the notice periods contained therein. HWH’s amended
and restated bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may
preclude HWH’s stockholders from bringing matters before HWH’s annual meeting of stockholders or from making nominations
for directors at HWH’s annual meeting of stockholders.
Authorized
but Unissued Shares
Our
authorized but unissued Common Stock and Preferred Stock will be available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions, and employee benefit
plans. The existence of authorized but unissued and unreserved Common Stock and Preferred Stock could render more difficult or discourage
an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger, or otherwise.
Exclusive
Forum Selection
The
sole and exclusive forum for any stockholder (including a beneficial owner) of HWH to bring (i) any derivative action or proceeding brought
on behalf of HWH, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of
Alset to Alset or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or its certificate
of incorporation or bylaws, (iv) any action asserting a claim against a stockholder of HWH, or (v) any action asserting a claim governed
by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware (or if the Court of Chancery does not have jurisdiction,
another federal or state court located within the State of Delaware). Although HWH believes this provision benefits Alset by providing
increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect
of discouraging lawsuits against its directors and officers. Notwithstanding the foregoing, this exclusive forum provision does not apply
to claims arising under the Securities Act, the Exchange Act, or any other claim for which the federal courts have exclusive or concurrent
federal and state jurisdiction.
Additionally,
unless HWH otherwise consents in writing, the federal district courts of the United States will be the exclusive forum for the resolution
of any claims arising under the Securities Act and the Exchange Act. Section 203 of the Delaware General Corporation Law
HWH
will be subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:
| |
● |
a
stockholder who owns 15% or more of the outstanding voting stock of the corporation (otherwise known as an “interested stockholder”);
|
| |
|
|
| |
● |
an
affiliate of an interested stockholder; or |
| |
|
|
| |
● |
an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder.
|
A
“business combination” includes a merger or sale of more than 10% of HWH’s assets. However, the above provisions of
Section 203 do not apply if:
| |
● |
the
HWH Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
|
| |
|
|
| |
● |
after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at
least 85% of HWH’s voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of
common stock; or |
| |
|
|
| |
● |
on
or subsequent to the date of the transaction, the business combination is approved by the HWH Board and authorized at a meeting of
HWH’s stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock
not owned by the interested stockholder. |
Limitation
on Liability and Indemnification of Directors and Officers
HWH’s
Charter, which became effective upon consummation of the Business Combination, limits HWH’s directors’ liability to the fullest
extent permitted under the Delaware General Corporation Law (“DGCL”). The DGCL provides that directors of a corporation will
not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
| |
● |
for
any transaction from which the director derives an improper personal benefit; |
| |
|
|
| |
● |
for
any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| |
|
|
| |
● |
for
any unlawful payment of dividends or redemption of shares; or |
| |
|
|
| |
● |
for
any breach of a director’s duty of loyalty to the corporation or its stockholders. |
If
the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability
of HWH’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware
law and HWH’s amended and restated bylaws, which were effective upon the consummation of the Business Combination, provide that
HWH will, in certain situations, indemnify HWH’s directors and officers and may indemnify other employees and other agents, to
the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct
payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition
of the proceeding.
In
addition, HWH will enter into separate indemnification agreements with its directors and officers. These agreements, among other things,
require HWH to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines, and settlement
amounts incurred by a director or officer in any action or proceeding arising out of their services as one of HWH’s directors or
officers or any other company or enterprise to which the person provides services at HWH’s request.
HWH
plans to maintain a directors’ and officers’ insurance policy pursuant to which its directors and officers are insured against
liability for actions taken in their capacities as directors and officers. We believe these provisions, and these indemnification agreements
are necessary to attract and retain qualified persons as directors and officers.
These
provisions may discourage stockholders from bringing a lawsuit against HWH’s directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such
an action, if successful, might otherwise benefit HWH and its stockholders. Furthermore, a stockholder’s investment may be adversely
affected to the extent HWH pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification
provisions. HWH believes that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented
and experienced directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, it has been advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
Transfer
Agent and Warrant Agent
The
transfer agent and registrar for the Common Stock and the warrant agent for the Warrants is Vstock Transfer, LLC, with an address of
18 Lafayette Place, Woodmere, NY 11598.
Exhibit
21
Subsidiaries
of HWH International Inc.
| HWH
International Inc. |
|
Nevada |
| Health
Wealth Happiness Pte. Ltd. |
|
Singapore |
| Hapi
Travel Pte. Ltd. |
|
Singapore |
| Hapi
WealthBuilder Pte. Ltd. |
|
Singapore |
| HWH
Marketplace Pte. Ltd. |
|
Singapore |
| HWH
World Inc. |
|
Republic
of Korea |
| HWH
KOR Inc. |
|
Delaware |
| HWH
World Limited |
|
Hong
Kong |
| HWH
World Pte. Ltd. |
|
Singapore |
| HWH
World Inc. |
|
Nevada |
| Hapi
Cafe Inc. |
|
Texas |
| Hapi
Cafe Korea Inc. |
|
Republic
of Korea |
| Hapi
Cafe SG Pte. Ltd. |
|
Singapore |
| Alset
F&B Holdings Pte. Ltd. |
|
Singapore |
| Hapi
Cafe Sdn. Bhd. |
|
Myanmar |
| Alset
F&B One Pte. Ltd. |
|
Singapore |
| Alset
F&B (PLQ) Pte. Ltd. |
|
Singapore |
Exhibit
31.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
I,
John Thatch, certify that:
| 1. |
I
have reviewed this Annual Report on Form 10-K of HWH International Inc. (the Registrant); |
| |
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
| |
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
| |
|
| 4. |
The
Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
| |
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to
ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to me by others
within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
b) |
Designed
such internal control over financial reporting, or caused internal control over financial reporting to be designed under my supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c) |
Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
| |
|
|
| |
d) |
Disclosed
in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. |
The
Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing
the equivalent function): |
| |
a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information;
and |
| |
|
|
| |
b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting. |
| |
/s/
John Thatch |
| |
John
Thatch |
| |
Chief
Executive Officer (Principal Executive Officer) |
Date:
February 28, 2024
Exhibit
31.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
I,
Rongguo Wei, certify that:
| 1. |
I
have reviewed this Annual Report on Form 10-K of HWH International Inc. (the Registrant); |
| |
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report; |
| |
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this report; |
| |
|
| 4. |
The
Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and we have: |
| |
a) |
Designed
such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the Registrant, including its consolidated subsidiary, is made known to us by others
within those entities, particularly during the period in which this report is being prepared; |
| |
|
|
| |
b) |
Designed
such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c) |
Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and |
| |
|
|
| |
d) |
Disclosed
in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s
most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
| 5. |
The
Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing
the equivalent function): |
| |
a) |
All
significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information;
and |
| |
|
|
| |
b) |
Any
fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s
internal control over financial reporting. |
| |
/s/
Rongguo Wei |
| |
Rongguo
Wei |
| |
Chief
Financial Officer (Principal Financial Officer) |
Date:
February 28, 2024
Exhibit
32.1
CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
In
connection with the accompanying Annual Report on Form 10-K of HWH International Inc. for the period ended November 30, 2023, I, John
Thatch, Chief Executive Officer of HWH International Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
| |
(1) |
Such
Annual Report on Form 10-K of HWH International Inc. for the period ended November 30, 2023, fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
|
|
| |
(2) |
The
information contained in such Annual Report on Form 10-K of HWH International Inc. for the period ended November 30, 2023, fairly
presents, in all material respects, the financial condition and results of operations of HWH International Inc. |
| |
/s/
John Thatch |
| |
John
Thatch |
| |
Chief
Executive Officer (Principal Executive Officer) |
Date:
February 28, 2024
A
signed original of the certification required by Section 906 has been provided to HWH International Inc. and will be retained by HWH
International Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit
32.2
CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
PURSUANT
TO 18 U.S.C. SECTION 1350
In
connection with the accompanying Annual Report on Form 10-K of HWH International Inc. for the period ended November 30, 2023, I, Rongguo
Wei, Chief Financial Officer of HWH International Inc., hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
| |
(1) |
Such
Annual Report on Form 10-K of HWH International Inc. for the period ended November 30, 2023, fully complies with the requirements
of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
|
|
| |
(2) |
The
information contained in such Annual Report on Form 10-K of HWH International Inc. for the period ended November 30, 2023, fairly
presents, in all material respects, the financial condition and results of operations of HWH International Inc. |
| |
/s/
Rongguo Wei |
| |
Rongguo
Wei |
| |
Chief
Financial Officer (Principal Financial Officer) |
Date:
February 28, 2024
A
signed original of the certification required by Section 906 has been provided to HWH International Inc. and will be retained by HWH
International Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 97.1
HWH
INTERNATIONAL INC.
CLAWBACK
POLICY
Introduction
The
Board of Directors (“Board”) of HWH International Inc. (the “Company”) believes that it is in the
best interests of the Company and its stockholders to adopt this policy which provides for the recoupment of certain executive compensation
in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal
securities laws (the “Policy”). This Policy is designed to comply with Section 10D of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”),
and Listing Rule 5608 of The Nasdaq Stock Market LLC (“Nasdaq”).
Administration
This
Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee of the Board (the “Compensation
Committee”) or the Audit Committee of the Board (the “Audit Committee”), or any special committee comprised
of members of the Compensation Committee or Audit Committee (the “Administrator”). Any determinations made by the
Administrator shall be final and binding on all affected individuals. Subject to any limitation at applicable law, the Administrator
may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the
purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
Covered
Executives
This
Policy applies to the Company’s current and former executive officers, as determined by the Administrator in accordance with Section
10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed,
and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Administrator (each, a “Covered
Executive”).
For
the purposes of this Policy, “executive officers” shall include persons subject to reporting and short-swing liability provisions
of Section 16 under the Exchange Act. This shall include the Company’s president, principal financial officer, principal accounting
officer (or if there is no such accounting officer, the controller), any vice president in charge of a principal business unit, division,
or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person
who performs similar policy-making functions for the Company and any person identified under Regulation S-K Item 401(b) in the Company’s
annual reports and proxy statements. Executive officers of a parent or subsidiary are deemed executive officers of the listed company
if they perform such policy-making functions for the listed company or such parent or subsidiary. The policy-making function is not intended
to include policy-making functions that are not significant.
Recoupment;
Accounting Restatement
In
the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material
noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct
an error in previously issued financial statements that is material to the previously issued financial statements, or that would result
in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Administrator
will require, as promptly as it reasonably can, reimbursement or forfeiture of any Incentive Compensation, as defined below, received
by any Covered Executive during the three (3) completed fiscal years immediately preceding the date on which the Company is required
to prepare an accounting restatement (the “Restatement Date”), so long as the Incentive Compensation received by such
Covered Executive is in excess of what would have been awarded or vested after giving effect to the accounting restatement. The amount
to be recovered will be the excess of Incentive Compensation paid to the Covered Executive based on the erroneous data in the original
financial statements over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated
results, without respect to any taxes paid.
The
Restatement Date is defined as the earlier of (i) the date the Board, a Board committee, or management (if no Board action is required)
concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement or (ii) the date a
court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement.
Incentive
Compensation
For
purposes of this Policy, “Incentive Compensation” means any of the following; provided that, such compensation
is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure:
| ● | Annual
bonuses and other short- and long-term cash incentives. |
| ● | Stock
appreciation rights. |
| ● | Non-equity
incentive plan awards. |
Financial
reporting measures include any measure that is determined and presented in accordance with the accounting principles used in preparing
the Company’s financial statements, and any measure that is derived wholly or in-part from such measure. The following examples
(and any measures derived therefrom) are non-exhaustive:
| ● | Total
shareholder return. |
| ● | Earnings
before interest, taxes, depreciation, and amortization (EBITDA). |
| ● | Funds
from operations and adjusted funds from operations. |
| ● | Liquidity
measures such as working capital or operating cash flow. |
| ● | Return
measures such as return on invested capital or return on assets. |
| ● | Earnings
measures such as earnings per share. |
| ● | Profitability
of one or more reportable segments. |
| ● | Financial
ratios such as accounts receivable turnover. |
| ● | Cost
per employee, where cost is subject to any accounting restatement. |
| ● | Any
of such financial reporting measures relative to a peer group, where the Company’s
financial reporting measure is subject to an accounting restatement and tax basis income. |
| ● | Capital
raised through debt or equity financing. |
| ● | Reductions
in accounts receivables. |
For
the avoidance of doubt, Incentive Compensation does not include annual salary, compensation awarded based on completion of a specified
period of service, or compensation awarded based on subjective standards, strategic measures, or operational measures.
Incentive
Compensation includes incentive-based compensation received by a person:
| ● | after
beginning service as an executive officer; |
| ● | who
serves as an executive officer at any time during the performance period for the incentive-based
compensation; |
| ● | who
served as an executive officer while the Company has a class of securities listed on a national
securities exchange; and |
| ● | who
serves as an executive officer during the three (3) fiscal years preceding the Restatement
Date. |
For
the avoidance of doubt, subsequent changes in a Covered Executive’s employment status, including retirement or termination of employment,
do not affect the Company’s rights to recover incentive-based compensation pursuant to this Policy.
Excess
Incentive Compensation: Amount Subject to Recovery
The
amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over
the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined
by the Administrator. Incentive Compensation is deemed “received” during the fiscal period during which the financial reporting
measure specified in the incentive-based compensation award is attained, even if payment or grant of the Incentive Compensation occurs
after the end of the period.
If
the Administrator cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information
in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Method
of Recoupment
The
Administrator will determine, in its sole discretion, the method for recouping excess Incentive Compensation hereunder, which may include,
without limitation:
| ● | requiring
reimbursement of cash Incentive Compensation previously paid; |
| ● | seeking
recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other
disposition of any equity-based awards; |
| ● | offsetting
the recouped amount from any compensation otherwise owed by the Company to the Covered Executive; |
| ● | canceling
outstanding vested or unvested equity awards; and/or |
| ● | taking
any other remedial and recovery action permitted by law, as determined by the Administrator. |
No
Indemnification of Covered Executives
The
Company shall not indemnify any current or former Covered Executive against the loss of any incorrectly awarded Incentive Compensation,
and shall not pay, or reimburse any Covered Executive for premiums for any insurance policy to fund such executive’s potential
recovery obligations.
Indemnification
of the Administrator
Any
members of the Administrator who assist in the administration of this Policy, shall not be personally liable for any action, determination,
or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable
law and Company policy with respect to any such action, determination, or interpretation. The foregoing sentence shall not limit any
other rights to indemnification of the Administrator under applicable law or Company policy.
Interpretation
The
Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable
for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements
of Section 10D of the Exchange Act, Rule 10D-1, Nasdaq Listing Rule 5608, and any other applicable rules or standards adopted by the
Securities and Exchange Commission or any national securities exchange on which the Company’s securities are then listed.
Effective
Date
This
Policy shall be effective as of the date it is adopted by the Administrator (the “Effective Date”) and shall apply
to Incentive Compensation that is approved, awarded, or granted to any Covered Executive on or after that date.
Amendment;
Termination
The
Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations
adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act, Rule 10D-1, and Nasdaq Listing Rule 5608 and
to comply with any other rules or standards adopted by a national securities exchange on which the Company’s securities are then
listed. The Board may terminate this Policy at any time.
Other
Recoupment Rights
The
Administrator intends that this Policy will be applied to the fullest extent of the law. The Administrator may require that any employment
agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant
of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this
Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant
to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies
available to the Company.
Impracticability
The
Administrator shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable,
as determined by the Administrator in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities
exchange on which the Company’s securities are listed.
Successors
This
Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators, or
other legal representatives.
Exhibit
Filing Requirement
A
copy of this Policy and any amendments thereto shall be posted on the Company’s website and filed as an exhibit to the Company’s
Annual Report on Form 10-K.
v3.24.0.1
Cover - USD ($)
|
12 Months Ended |
|
|
Nov. 30, 2023 |
Feb. 28, 2024 |
May 31, 2023 |
| Cover [Abstract] |
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|
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FY
|
|
|
| Document Fiscal Year Focus |
2023
|
|
|
| Current Fiscal Year End Date |
--11-30
|
|
|
| Entity File Number |
001-41254
|
|
|
| Entity Registrant Name |
HWH
INTERNATIONAL INC.
|
|
|
| Entity Central Index Key |
0001897245
|
|
|
| Entity Tax Identification Number |
87-3296100
|
|
|
| Entity Incorporation, State or Country Code |
DE
|
|
|
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4800
Montgomery Lane
|
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Suite 210
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Bethesda
|
|
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MD
|
|
|
| Entity Address, Postal Zip Code |
20814
|
|
|
| City Area Code |
301
|
|
|
| Local Phone Number |
971-3955
|
|
|
| Title of 12(b) Security |
Common
Stock, par value $0.0001 per share
|
|
|
| Trading Symbol |
HWH
|
|
|
| Security Exchange Name |
NASDAQ
|
|
|
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|
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|
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|
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v3.24.0.1
Consolidated Balance Sheets - USD ($)
|
Nov. 30, 2023 |
Nov. 30, 2022 |
| Current assets: |
|
|
| Cash |
$ 585,654
|
$ 1,172,581
|
| Other current assets |
117,500
|
9,043
|
| Total current assets |
703,154
|
1,194,624
|
| Cash and marketable securities held in Trust Account |
21,252,639
|
88,102,610
|
| Total assets |
21,955,793
|
89,297,234
|
| Current liabilities: |
|
|
| Accounts payable and accrued expenses |
632,270
|
376,541
|
| Extension Loan – Related Party |
205,305
|
|
| Total current liabilities |
837,575
|
376,541
|
| Deferred underwriting compensation |
3,018,750
|
3,018,750
|
| Total liabilities |
3,856,325
|
3,395,291
|
| Commitments and contingencies (Note 6): |
|
|
| Temporary equity: |
|
|
| Class A common stock subject to possible redemption; 1,976,036 and 8,625,000 shares (at approximately $10.35 and $10.20 per share) as of November 30, 2023 and November 30, 2022, respectively |
20,457,011
|
87,934,212
|
| Stockholders’ deficit: |
|
|
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding |
|
|
| Additional paid-in capital |
|
|
| Accumulated deficit |
(2,357,806)
|
(2,032,532)
|
| Total stockholders’ deficit |
(2,357,543)
|
(2,032,269)
|
| Total liabilities and stockholders’ deficit |
21,955,793
|
89,297,234
|
| Common Class A [Member] |
|
|
| Stockholders’ deficit: |
|
|
| Common stock, value |
47
|
47
|
| Common Class B [Member] |
|
|
| Stockholders’ deficit: |
|
|
| Common stock, value |
216
|
216
|
| Sponsor [Member] |
|
|
| Current assets: |
|
|
| Due from Sponsor |
|
$ 13,000
|
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v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Nov. 30, 2023 |
Nov. 30, 2022 |
| Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
| Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
| Preferred stock, shares issued |
0
|
0
|
| Preferred stock, shares outstanding |
0
|
0
|
| Common Class A [Member] |
|
|
| Temporary equity, shares subject to possible redemption |
1,976,036
|
8,625,000
|
| Temporary equity, par value |
$ 10.35
|
$ 10.20
|
| Common stock, par value |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
50,000,000
|
50,000,000
|
| Common stock, shares issued |
473,750
|
473,750
|
| Common stock, shares outstanding |
473,750
|
473,750
|
| Common Class B [Member] |
|
|
| Common stock, par value |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
5,000,000
|
5,000,000
|
| Common stock, shares issued |
2,156,250
|
2,156,250
|
| Common stock, shares outstanding |
2,156,250
|
2,156,250
|
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v3.24.0.1
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Nov. 30, 2023 |
Nov. 30, 2022 |
| EXPENSES |
|
|
| Administration fee - related party |
$ 120,000
|
$ 100,000
|
| General and administrative |
1,124,516
|
589,646
|
| TOTAL EXPENSES |
1,244,516
|
689,646
|
| OTHER INCOME |
|
|
| Investment income earned on cash and marketable securities held in Trust Account |
2,215,619
|
990,110
|
| TOTAL OTHER INCOME |
2,215,619
|
990,110
|
| Pre-tax income |
971,103
|
300,464
|
| Income tax expense |
(422,230)
|
(186,923)
|
| Net income |
$ 548,873
|
$ 113,541
|
| Common Class A [Member] |
|
|
| OTHER INCOME |
|
|
| Weighted average number of shares outstanding, basic |
5,218,670
|
7,478,425
|
| Weighted average number of shares outstanding, diluted |
5,218,670
|
7,478,425
|
| Basic net income (loss) per share |
$ 0.07
|
$ 0.01
|
| Diluted net income (loss) per share |
$ 0.07
|
$ 0.01
|
| Common Class B [Member] |
|
|
| OTHER INCOME |
|
|
| Weighted average number of shares outstanding, basic |
2,156,250
|
2,156,250
|
| Weighted average number of shares outstanding, diluted |
2,156,250
|
2,156,250
|
| Basic net income (loss) per share |
$ 0.07
|
$ 0.01
|
| Diluted net income (loss) per share |
$ 0.07
|
$ 0.01
|
| X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.0.1
Consolidated Statements of Changes in Stockholders' Deficit - USD ($)
|
Common Class A [Member]
Common Stock [Member]
|
Common Class B [Member]
Common Stock [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
| Balance at Nov. 30, 2021 |
|
$ 216
|
$ 24,784
|
$ (5,000)
|
$ 20,000
|
| Balance, shares at Nov. 30, 2021 |
|
2,156,250
|
|
|
|
| Issuance of Shares at Initial Public Offering |
$ 863
|
|
86,249,137
|
|
86,250,000
|
| Issuance of Shares at Initial Public Offering, shares |
8,625,000
|
|
|
|
|
| Deferred underwriting compensation |
|
|
(3,018,750)
|
|
(3,018,750)
|
| Sale of Private Placement Units |
$ 47
|
|
4,737,453
|
|
4,737,500
|
| Sale of Private Placement Units, shares |
473,750
|
|
|
|
|
| Underwriter’s fees and other issuance costs |
|
|
(2,200,348)
|
|
(2,200,348)
|
| Remeasurement of Class A common stock to redemption value |
$ (863)
|
|
(87,111,637)
|
|
(87,112,500)
|
| Remeasurement of Class A common stock to redemption value, shares |
(8,625,000)
|
|
|
|
|
| Class A Common Stock Measurement Adjustment |
|
|
1,319,361
|
(1,319,361)
|
|
| Remeasurement of Class A common stock subject to possible redemption to redemption amount |
|
|
|
(821,712)
|
(821,712)
|
| Net income |
|
|
|
113,541
|
113,541
|
| Balance at Nov. 30, 2022 |
$ 47
|
$ 216
|
|
(2,032,532)
|
(2,032,269)
|
| Balance, shares at Nov. 30, 2022 |
473,750
|
2,156,250
|
|
|
|
| Remeasurement of Class A common stock subject to possible redemption to redemption amount |
|
|
|
(668,842)
|
(668,842)
|
| Additional amount deposited into trust for loan extension |
|
|
|
(205,305)
|
(205,305)
|
| Net income |
|
|
|
548,873
|
548,873
|
| Balance at Nov. 30, 2023 |
$ 47
|
$ 216
|
|
$ (2,357,806)
|
$ (2,357,543)
|
| Balance, shares at Nov. 30, 2023 |
473,750
|
2,156,250
|
|
|
|
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v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
|
12 Months Ended |
Nov. 30, 2023 |
Nov. 30, 2022 |
| Cash Flows from Operating Activities: |
|
|
| Net income |
$ 548,873
|
$ 113,541
|
| Adjustments to reconcile net income to net cash used in operating activities: |
|
|
| Investment income earned on cash and marketable securities held in Trust Account |
(2,215,619)
|
(990,110)
|
| Formation and organization costs paid by related parties |
|
5,000
|
| Changes in operating assets and liabilities: |
|
|
| Other current assets |
(108,457)
|
(9,043)
|
| Accounts payable and accrued expenses |
255,729
|
366,541
|
| Net Cash Used in Operating Activities |
(1,519,474)
|
(514,071)
|
| Cash Flows from Investing Activities: |
|
|
| Due from Sponsor |
13,000
|
(13,000)
|
| Cash withdrawn from Trust Account for taxes |
919,547
|
|
| Cash withdrawn form Trust Account for redemptions |
68,351,348
|
|
| Cash deposited into Trust Account |
(205,305)
|
(87,112,500)
|
| Net Cash Provided By (Used in) Investing Activities |
69,078,590
|
(87,125,500)
|
| Cash Flows from Financing Activities: |
|
|
| Proceeds from sale of Units in Public Offering, net of underwriting fee |
|
84,525,000
|
| Repayment of Class A Common Stock |
(68,351,348)
|
|
| Proceeds from sale of Private Placement Units |
|
4,737,500
|
| Proceeds from extension loan |
205,305
|
|
| Proceeds from related party advances |
33,475
|
|
| Repayment of related party advances |
(33,475)
|
(211,153)
|
| Payment of offering costs |
|
(289,195)
|
| Net Cash (Used in) Provided by Financing Activities |
(68,146,043)
|
88,762,152
|
| Net change in cash |
(586,927)
|
1,122,581
|
| Cash at beginning of the year |
1,172,581
|
50,000
|
| Cash at end of the year |
585,654
|
1,172,581
|
| Supplemental disclosure of non-cash financing activities: |
|
|
| Deferred underwriters’ commissions charged to temporary equity in connection with the Initial Public Offering |
|
3,018,750
|
| Class A Common Stock measurement adjustment |
|
1,319,361
|
| Initial classification of Class A Common Stock subject to redemption |
|
87,112,500
|
| Remeasurement of Class A Common Stock subject to redemption |
668,842
|
821,712
|
| Extension funds attributable to common stock subject to redemption |
$ 205,305
|
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v3.24.0.1
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY |
NOTE
1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
HWH
International Inc. (the “Company”) was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition
Corp. 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 consummated the Business
Combination on January 9, 2024 and changed its name from Alset Capital Acquisition Corp. to HWH International Inc. 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.
As
of November 30, 2023, the Company has not commenced any operations. All activity for the period from October 20, 2021 (inception) through
November 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which
is described below and the pursuit of a suitable acquisition candidate. 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, which
upon closing of Business Combination on January 9, 2024 has automatically changed to December 31.
On
September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,
HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary
of the Company (“Merger Sub”). The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.”
Pursuant to the Merger Agreement, a business combination between the Company and HWH was to be effected through the merger of Merger
Sub with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). Upon the
closing of the Merger (the “Closing”), the Company changed its name to “HWH International Inc.” Prior to the
Closing, the board of directors of the Company (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as
defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement
and related transactions by the stockholders of the Company.
HWH
is wholly–owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited. Alset
International Limited is majority-owned and controlled by certain officers and directors of the Company and its sponsor. The Company’s
sponsor is owned by Alset International Limited and Alset Inc.; Alset Inc. is the majority stockholder of Alset International Limited,
and Chan Heng Fai, the Company’s Chairman is also the majority stockholder, Chairman and Chief Executive Officer of Alset Inc.,
and the Chairman and Chief Executive Officer of HWH and Alset International Limited. The Merger was consummated on January 9, 2024, following
the receipt of the required approval by the shareholder of HWH and the satisfaction of certain other customary closing conditions. This
transaction was approved by the stockholders of the Company at the Special Meeting of stockholders held on August 1, 2023.
The
total consideration paid at Closing (the “Merger Consideration”) by the Company to the HWH shareholders was $125,000,000,
and was paid in shares of Class A common stock, par value $0.0001
per share, of the Company (“Company Common
Stock”). The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be
12,500,000.
Refer to Note 9 – Subsequent Event.
The
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 includes
the full exercise of the underwriters’ option to purchase an additional 1,125,000 Units generating additional gross proceeds to
the Company of $11,250,000, which is described in Note 3.
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private sale of units (the “Private Placement
Units”) at a price of $ per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the “Sponsor”)
generating gross proceeds to the Company in the amount of $.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied 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 from 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.
The
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.”
All
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.
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 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.
Notwithstanding
the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder
or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more
than an aggregate of 15% of the Public Shares, without the prior consent of the Company.
The
holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held
by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation
(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination
or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined
below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless
the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.
The
Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that if the Company had not completed
a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we had filed a proxy statement,
registration statement or similar filing for an initial Business Combination within 12 months from the consummation of Initial Public
Offering but had not completed the initial Business Combination within such 12-month period, or up to 21 months if we extend the period
of time to consummate a Business Combination, at the election of the Company by two separate three month extensions, subject to satisfaction
of certain conditions, including the deposit of up to $862,500 ($0.10 per unit in either case) for each three month extension, into the
trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation),
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay
taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption
will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,
if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining
stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights
or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete
a Business Combination within the Combination Period.
The
holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails
to complete a Business Combination within the Combination Period. However, if the holders of Founder Shares acquire Public Shares in
or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the
Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to
their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination
within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will
be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such
lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00
per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn
to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account
and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability
for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered
accounting firm), prospective target businesses and other entities with which the Company does business, execute agreements with the
Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.
On
May 1, 2023, 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 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are 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.
In
connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4
million held in the Trust Account.
During
the year ended November 30, 2023, the Company withdrew $919,547 from the Trust account. $706,490 of these funds were used to pay income
and franchise taxes. $213,057 remain in the Company’s bank account for future taxes and dissolution expenses.
Going
Concern and Management’s Plan
The
Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after
the completion of its initial business combination, at the earliest. In addition, the Company expects to have negative cash flows from
operations as it pursues an initial business combination target. In connection with the Company’s assessment of going concern considerations
in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s
Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist
solely of pursuing a Business Combination.
On
January 9, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced
Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”). The Company’s common stock commenced
trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants
are expected to commence trading under the symbol “HWHW” at a later date.
The
Company has incurred continuing losses from its operations and has a working capital deficit $134,421 as of November 30, 2023.
The Company has no operating income and incurs continuing operating expenses. There are no assurances the Company will be able to raise
capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.
If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,
which could harm its financial condition and operating results.
These
conditions raise substantial doubt about the Company’s ability to continue ongoing operations. These consolidated financial
statements do not include any adjustments that might result from the outcome of these uncertainties.
|
| X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
Principles
of Consolidation
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the balance sheet.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $585,654 and $1,172,581 as of November 30, 2023 and November 30, 2022, respectively. The Company had no cash
equivalents as of November 30, 2023 and November 30, 2022.
Investments
held in Trust Account
At
November 30, 2023 and 2022, the Company had approximately $21.3 million and $88.1 million, respectively, in investments in treasury securities
held in the Trust Account.
Offering
Costs associated with the Initial Public Offering
The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, Offering Costs. Offering costs of $475,348 consist principally of costs incurred
in connection with the preparation for the Initial Public Offering. These costs, together with the underwriter’s discount of $4,743,750,
were allocated between temporary equity, the Public Warrants and the Private Units in a relative fair value method upon completion of
the Initial Public Offering.
Class
A common stock subject to possible redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Common stock subject to possible redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity.
The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, at November 30, 2023 and 2022, the Class A common stock
subject to possible redemption in the amount of $20,457,011 and $87,934,212, respectively, are presented as temporary equity, outside
of the stockholders’ equity section of the Company’s balance sheets.
Net
income per share
Net
income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during
the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between
the two classes of shares. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants
issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not
yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.
The
following tables reflects the calculation of basic and diluted net income (loss) per common share:
SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
| | |
Class A | | |
Class B | |
| | |
For the Year Ended November 30, 2023 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 388,396 | | |
$ | 160,477 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 5,218,670 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.07 | | |
$ | 0.07 | |
| | |
Class A | | |
Class B | |
| | |
For the Year Ended
November 30, 2022 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 88,130 | | |
$ | 25,357 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 7,478,425 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.01 | | |
$ | 0.01 | |
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November
30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% excise
tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”)
on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the
IR Act to have a material adverse impact to our consolidated financial statements.
Delaware Franchise Tax
Delaware,
where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to
do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on
assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated
rate based on the number of authorized shares. During years ended November 30, 2023 and 2022 the company incurred $205,000 and $168,398
in Delaware franchise tax respectively.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
The
Company had uninsured cash of $335,654 and $922,581 as of November 30, 2023, and November 30, 2022, respectively.
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
|
|
| |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
| |
|
|
| |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s consolidated financial statements.
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v3.24.0.1
INITIAL PUBLIC OFFERING
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Initial Public Offering |
|
| INITIAL PUBLIC OFFERING |
NOTE
3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, the Company sold 7,500,000 Units at a price of $10.00 per Unit generating gross proceeds to the Company
in the amount of $75,000,000. Each Unit consists of one share of Class A common stock, one-half of one redeemable warrant (“Public
Warrant”) and one right. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price
of $11.50 per share, subject to adjustment (see Note 7). Each right entitles the holder thereof to receive one-tenth (1/10) of one share
of Class A common stock upon the consummation of an initial Business Combination.
On
February 3, 2022, the underwriters purchased an additional 1,125,000 Units pursuant to the full exercise of the over-allotment option.
The Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $11,250,000.
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v3.24.0.1
PRIVATE PLACEMENTS
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Private Placements |
|
| PRIVATE PLACEMENTS |
NOTE
4 — PRIVATE PLACEMENTS
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of
$10.00 per Private Placement Unit generating gross proceeds in the amount of $4,400,000. In connection with the full exercise of the
over-allotment option, the Sponsor purchased an additional 33,750 Private Placement Units at a purchase price of $10.00 per Unit for
total gross proceeds of $337,500. Each Private Placement Unit is comprised of one Class A common share, one-half of one warrant and one
right. Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon
the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class
A common stock at a price of $11.50 per share, subject to adjustment (see Note 7).
The
proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust
Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private
Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants (including the Class A common stock issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of
an Initial Business Combination, subject to certain exceptions.
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v3.24.0.1
RELATED PARTIES
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Related Party Transactions [Abstract] |
|
| RELATED PARTIES |
NOTE
5 — RELATED PARTIES
Founder
Shares
On
November 8, 2021, the Sponsor received shares of the Company’s Class B common stock (the “Founder Shares”)
for $. The Founder Shares include an aggregate of up to shares subject to forfeiture to the extent that the underwriters’
over-allotment is not exercised in full or in part, so that the number of Founder Shares will equal, on an as-converted basis, to approximately
20% of the Company’s issued and outstanding shares of common stock after the Initial Public Offering (excluding the placement units
and underlying securities). In connection with the exercise of the underwriters’ overallotment option, these shares are no longer
subject to forfeiture.
The
holder of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until
the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x)
if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar
transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash, securities
or other property.
Promissory
Note — Related Party
On
November 8, 2021, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which
the Company may borrow up to an aggregate principal amount of $. The Promissory Note is non-interest bearing and payable on the
earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering. As of November 30, 2023 and November 30, 2022, there
was amount outstanding under the Promissory Note.
Advances
from Related Party
The
Sponsor paid certain offering costs on behalf of the Company and advanced working capital to the Company. These advances are due on demand
and are non-interest bearing. During the year ended November 30, 2022, the Sponsor paid a total of $ of offering and operating
costs on behalf of the Company. During the year ended November 30, 2022, the Company repaid the outstanding balance of $. During
the year ended November 30, 2023, the Sponsor paid a total of $ of operating costs on behalf of the Company. During the year ended
November 30, 2023, the Company repaid the outstanding balance. As of November 30, 2023 and November 30, 2022, $ and $ was due to the
related party, respectively.
General
and Administrative Services
Commencing
on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ per month for office
space, utilities and secretarial and administrative support for up to 24 months. Upon completion of the Initial Business Combination
or the Company’s liquidation, the Company will cease paying these monthly fees. During the years ended November 30, 2023 and 2022,
the Company recorded charges of $120,000 and $100,000, respectively, to the statement of operations pursuant to the agreement.
Related
Party Loans
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of
a Business Combination, without interest, or, at the lender’s discretion, up to $ of the notes may be converted upon completion
of a Business Combination into units at a price of $ per unit. Such units would be identical to the Private Placement Units. In
the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay
the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of November
30, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.
Extension
Loan
On
May 1, 2023, 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 and
on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation. The Trust Agreement and Amended
and Restated Certificate of Incorporation are 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. The Sponsor has funded the first 30-day extension payment on May 3, 2023 and made subsequent extension payments on June
5th and July 6th totaling $205,305 payments during the year ended on November 30, 2023. The Sponsor is entitled
to the repayment of these extension payments, without interest. If the Company completes its initial Business Combination, it will, at
the option of the Sponsor, repay the extension payments out of the proceeds of the Trust Account released to it or issue securities of
the Company in lieu of repayment. As of November 30, 2023 and 2022 there was $205,305 and $0, respectively, outstanding under the extension
loan.
Due
from Sponsor
Due
from sponsor was $ and $ at November 30, 2023 and November 30, 2022, respectively and represents expenses paid by the Company
on behalf of the Sponsor.
|
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v3.24.0.1
COMMITMENTS AND CONTINGENCIES
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| COMMITMENTS AND CONTINGENCIES |
NOTE
6 — COMMITMENTS AND CONTINGENCIES
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and
any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working
Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement
to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale.
The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration
statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities
pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required
to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are
released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration
statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 1,125,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On February 3,
2022, the underwriters elected to fully exercise their over-allotment option. The Units were sold at an offering price of $10.00 per
Unit, generating additional gross proceeds to the Company of $11,250,000.
The
underwriters were paid a cash underwriting discount of $0.20 per Unit, or $1,725,000 in the aggregate, upon the closing of the Initial
Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or $ $3,018,750 in the aggregate.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement.
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v3.24.0.1
STOCKHOLDERS’ EQUITY
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Equity [Abstract] |
|
| STOCKHOLDERS’ EQUITY |
NOTE
7 — STOCKHOLDERS’ EQUITY
Preferred
Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As
of November 30, 2023 and 2022, there were no shares of preferred stock issued or outstanding.
Class
A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of Class A common stock are entitled to one vote for each share. As of November 30, 2023 and 2022, there were 473,750
shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000, respectively, shares of the
Class A Common Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).
Class
B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $0.0001
per share. Holders of Class B common stock are entitled to one vote for each share. As of November 30, 2023 and 2022, there were 2,156,250
shares of Class B common stock issued and outstanding.
Only
holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders
of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of
our stockholders except as otherwise required by law. In connection with our initial Business Combination, we may enter into a stockholders’
agreement or other arrangements with the stockholders of the target or other investors to provide for voting or other corporate governance
arrangements that differ from those that were in effect upon completion of the Initial Public Offering.
The
shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, on a one-for-one
basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or
deemed issued in excess of the amounts issued in the Initial Public Offering and related to the closing of a Business Combination, the
ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders
of a majority of the then-outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance
or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock
will equal, in the aggregate, on an as-converted basis, to 20% of the sum of the total number of all shares of common stock outstanding
upon the completion of the Initial Public Offering (excluding the placement units and underlying securities).
Rights
- Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically
receive one-tenth (1/10) of one share of common stock upon consummation of the initial Business Combination. The Company will not issue
fractional shares in connection with an exchange of rights. Fractional shares will either be rounded to the nearest whole share or otherwise
addressed in accordance with Section 155 of the Delaware General Corporation Law, as further described herein. We will make the determination
of how we are treating fractional shares at the time of our initial Business Combination and will include such determination in the proxy
materials we will send to stockholders for their consideration of such initial Business Combination.
Warrants
— Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation
of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion
of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years
after the completion of a Business Combination or earlier upon redemption or liquidation.
The
Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class
A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
common stock is available, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from
registration is available. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue
any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified
under the securities laws of the state of residence of the exercising holder, or an exemption from registration is available.
The
Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination,
the Company will use its commercially reasonable efforts to file, and within 60 business days following a Business Combination being
declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the
warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed.
Notwithstanding the above, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities
exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will use its commercially reasonable efforts to register or qualify the shares
under applicable blue sky laws to the extent an exemption is not available.
Redemption
of Warrants When the Price per Share of Class A Common Stock Equals or Exceeds $18.00 — Once the warrants become exercisable,
the Company may redeem the outstanding Public Warrants:
| |
● |
in
whole and not in part; |
| |
|
|
| |
● |
at
a price of $0.01 per Public Warrant; |
| |
|
|
| |
● |
upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrant holder; and |
| |
|
|
| |
● |
if,
and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganization, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on
the trading day prior to the date on which the Company sends the notice of redemption to warrant holders. |
If
and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register
or qualify the underlying securities for sale under all applicable state securities laws.
If
the Company calls the Public Warrants for redemption, as described above, its management will have the option to require any holder that
wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise
price and number of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in
the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as
described below, the Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price. Additionally,
in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination
within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive
any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held
outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Initial Public Offering except
the Private Placement Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not
be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.
|
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- DefinitionThe entire disclosure for equity. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
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-Section 50
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-Subparagraph (h)
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-Section 50
-Paragraph 14
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
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-Section 50
-Paragraph 2
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
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-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
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-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
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-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
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-Section 50
-Paragraph 13
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-Paragraph 13
-Subparagraph (g)
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-Section 50
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
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-Section 50
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-Section 50
-Paragraph 16
-Subparagraph (b)
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-Topic 505
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-Section 50
-Paragraph 18
-Subparagraph (a)
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-Section 50
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-Topic 505
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v3.24.0.1
INCOME TAXES
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Income Tax Disclosure [Abstract] |
|
| INCOME TAXES |
NOTE
8 — INCOME TAXES
The
Company’s deferred tax assets are as follows at November 30, 2023 and 2022:
SCHEDULE
OF DEFERRED TAX ASSETS
| | |
November 30,
2023 | | |
November 30,
2022 | |
| Deferred tax asset | |
| | | |
| | |
| Net operating loss | |
$ | - | | |
$ | - | |
| Startup/organizational costs | |
| 327,760 | | |
| 241,940 | |
| Total deferred tax asset | |
| 327,760 | | |
| 241,940 | |
| Valuation allowance | |
| (327,760 | ) | |
| (241,940 | ) |
| Deferred tax asset, net of allowance | |
$ | - | | |
$ | - | |
The
income tax provision (benefit) consists of the following for the year November 30, 2023 and November 30, 2022:
SCHEDULE
OF INCOME TAX BENEFIT
| | |
November 30,
2023 | | |
November 30,
2022 | |
| Federal | |
| | | |
| | |
| Current | |
$ | 422,230 | | |
$ | 186,923 | |
| Deferred | |
| - | | |
| - | |
| State and Local | |
| | | |
| | |
| Current | |
| - | | |
| - | |
| Deferred | |
| - | | |
| - | |
| Income tax provision / (benefit) | |
$ | 422,230 | | |
$ | 186,923 | |
In
assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies
in making this assessment. After consideration of all of the information available, management believes that significant uncertainty
exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For
the year ended November 30, 2023 and 2022, the change in the valuation allowance was $203,935 and $123,825, respectively.
A
reconciliation of the statutory tax rate to the Company’s effective tax rates for the year ended November 30, 2023 and 2022:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| | |
Year Ended
November 30,
2023 | | |
Year Ended
November 30,
2022 | |
| Statutory federal income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| State taxes, net of federal tax benefit | |
| - | | |
| - | |
| Other | |
| 1.48 | | |
| - | |
| Change in valuation allowance | |
| 21.00 | | |
| 41.21 | |
| Income tax provision (benefit) | |
| 43.48 | % | |
| 62.21 | % |
|
| X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
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-Section 50
-Paragraph 13
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
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-URI https://asc.fasb.org//740/tableOfContent
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-SubTopic 10
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-Section 50
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-Section 50
-Paragraph 21
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-Section 50
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-Section 50
-Paragraph 17
-Subparagraph (b)
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-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
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-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1
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-Topic 740
-SubTopic 10
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-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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-Paragraph 2
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v3.24.0.1
SUBSEQUENT EVENT
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Subsequent Events [Abstract] |
|
| SUBSEQUENT EVENT |
NOTE
9 — SUBSEQUENT EVENT
On
January 9, 2024, the Company announced the completion of its previously announced business combination. In connection with the Business
Combination, Alset changed its name from Alset Capital Acquisition Corp. to HWH International Inc.
As
a result of the Business Combination, each share of Class A common stock was cancelled and converted into shares of the
Company’s common stock, on the terms set forth in the Merger Agreement, dated September 9, 2022. Pursuant to the terms of the
Merger Agreement, the aggregate number of shares of Company common stock that was delivered as consideration in the Business
Combination was 12,500,000
shares.
Also,
as a result of the Business Combination, each outstanding share of Class B common stock, with par value of $0.0001 per share, of Alset
(the “Class B Common Stock”), automatically converted into one share of Class A common stock, with $0.0001 par value per
share, of Alset (the “Class A Common Stock”), and then subsequently converted into one share of Company common stock.
In
lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction
Agreement, pursuant to which EF Hutton accepted a combination of $325,000
in cash (the “Cash Payment”) upon
the closing of the business combination, 149,443
shares of the Company’s common stock (the
“Shares”) and a $1,184,375
promissory note (the “Promissory Note”)
as full satisfaction of the Deferred Underwriting Commission.
1,942,108
shares of the Company’s common stock were redeemed in connection with the Business Combination at a redemption price of
$10.66 per share. Following the Business Combination, 909,875
new shares of the Company’s common stock were issued in connection with the conversion of rights into HWH common shares.
|
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v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| Basis of Presentation |
Basis
of Presentation
The
accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United
States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.
|
| Principles of Consolidation |
Principles
of Consolidation
The
consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany
transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
|
| Emerging Growth Company |
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take
advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public
company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
|
| Use of Estimates |
Use
of Estimates
The
preparation of the consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the balance sheet.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
|
| Cash and Cash Equivalents |
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $585,654 and $1,172,581 as of November 30, 2023 and November 30, 2022, respectively. The Company had no cash
equivalents as of November 30, 2023 and November 30, 2022.
|
| Investments held in Trust Account |
Investments
held in Trust Account
At
November 30, 2023 and 2022, the Company had approximately $21.3 million and $88.1 million, respectively, in investments in treasury securities
held in the Trust Account.
|
| Offering Costs associated with the Initial Public Offering |
Offering
Costs associated with the Initial Public Offering
The
Company complies with the requirements of the Financial Accounting Standards Board (“FASB”) ASC 340-10-S99-1 and SEC Staff
Accounting Bulletin (“SAB”) Topic 5A, Offering Costs. Offering costs of $475,348 consist principally of costs incurred
in connection with the preparation for the Initial Public Offering. These costs, together with the underwriter’s discount of $4,743,750,
were allocated between temporary equity, the Public Warrants and the Private Units in a relative fair value method upon completion of
the Initial Public Offering.
|
| Class A common stock subject to possible redemption |
Class
A common stock subject to possible redemption
The
Company accounts for its common stock subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing
Liabilities from Equity”. Common stock subject to possible redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable common stock (including shares of common stock that feature redemption rights that are either
within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s
control) are classified as temporary equity. At all other times, shares of common stock are classified as stockholders’ equity.
The Company’s Class A common stock features certain redemption rights that are considered by the Company to be outside of the Company’s
control and subject to the occurrence of uncertain future events. Accordingly, at November 30, 2023 and 2022, the Class A common stock
subject to possible redemption in the amount of $20,457,011 and $87,934,212, respectively, are presented as temporary equity, outside
of the stockholders’ equity section of the Company’s balance sheets.
|
| Net income per share |
Net
income per share
Net
income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during
the period. The Company applies the two-class method in calculating earnings per share. Earnings and losses are shared pro rata between
the two classes of shares. The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants
issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not
yet been met. As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.
The
following tables reflects the calculation of basic and diluted net income (loss) per common share:
SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
| | |
Class A | | |
Class B | |
| | |
For the Year Ended November 30, 2023 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 388,396 | | |
$ | 160,477 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 5,218,670 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.07 | | |
$ | 0.07 | |
| | |
Class A | | |
Class B | |
| | |
For the Year Ended
November 30, 2022 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 88,130 | | |
$ | 25,357 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 7,478,425 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.01 | | |
$ | 0.01 | |
|
| Income Taxes |
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statements’ recognition and measurement of
tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of November
30, 2023 and 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals
or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
The
Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022. The IR Act includes provisions imposing a 1% excise
tax on share repurchases that occur after December 31, 2022 and introduces a 15% corporate alternative minimum tax (“CAMT”)
on adjusted financial statement income. The CAMT will be effective for us beginning in fiscal 2024. We currently are not expecting the
IR Act to have a material adverse impact to our consolidated financial statements.
|
| Delaware Franchise Tax |
Delaware Franchise Tax
Delaware,
where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to
do business, or which are otherwise doing business, in Delaware. Delaware franchise tax is based on authorized shares or on
assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated
rate based on the number of authorized shares. During years ended November 30, 2023 and 2022 the company incurred $205,000 and $168,398
in Delaware franchise tax respectively.
|
| Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account.
The
Company had uninsured cash of $335,654 and $922,581 as of November 30, 2023, and November 30, 2022, respectively.
|
| Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
Fair
value is defined as the price that would be received for sale of an asset or paid to transfer of a liability, in an orderly transaction
between market participants at the measurement date. US GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
|
|
| |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
| |
|
|
| |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
|
| Recent Accounting Standards |
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s consolidated financial statements.
|
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v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE |
The
following tables reflects the calculation of basic and diluted net income (loss) per common share:
SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE
| | |
Class A | | |
Class B | |
| | |
For the Year Ended November 30, 2023 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 388,396 | | |
$ | 160,477 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 5,218,670 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.07 | | |
$ | 0.07 | |
| | |
Class A | | |
Class B | |
| | |
For the Year Ended
November 30, 2022 | |
| | |
Class A | | |
Class B | |
| Basic and diluted net income per share of common stock | |
| | | |
| | |
| Numerator: | |
| | | |
| | |
| Allocation of net income | |
$ | 88,130 | | |
$ | 25,357 | |
| Denominator: | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 7,478,425 | | |
| 2,156,250 | |
| | |
| | | |
| | |
| Basic and diluted net income per share of common stock | |
$ | 0.01 | | |
$ | 0.01 | |
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v3.24.0.1
INCOME TAXES (Tables)
|
12 Months Ended |
Nov. 30, 2023 |
|---|
| Income Tax Disclosure [Abstract] |
|
| SCHEDULE OF DEFERRED TAX ASSETS |
The
Company’s deferred tax assets are as follows at November 30, 2023 and 2022:
SCHEDULE
OF DEFERRED TAX ASSETS
| | |
November 30,
2023 | | |
November 30,
2022 | |
| Deferred tax asset | |
| | | |
| | |
| Net operating loss | |
$ | - | | |
$ | - | |
| Startup/organizational costs | |
| 327,760 | | |
| 241,940 | |
| Total deferred tax asset | |
| 327,760 | | |
| 241,940 | |
| Valuation allowance | |
| (327,760 | ) | |
| (241,940 | ) |
| Deferred tax asset, net of allowance | |
$ | - | | |
$ | - | |
|
| SCHEDULE OF INCOME TAX BENEFIT |
The
income tax provision (benefit) consists of the following for the year November 30, 2023 and November 30, 2022:
SCHEDULE
OF INCOME TAX BENEFIT
| | |
November 30,
2023 | | |
November 30,
2022 | |
| Federal | |
| | | |
| | |
| Current | |
$ | 422,230 | | |
$ | 186,923 | |
| Deferred | |
| - | | |
| - | |
| State and Local | |
| | | |
| | |
| Current | |
| - | | |
| - | |
| Deferred | |
| - | | |
| - | |
| Income tax provision / (benefit) | |
$ | 422,230 | | |
$ | 186,923 | |
|
| SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION |
A
reconciliation of the statutory tax rate to the Company’s effective tax rates for the year ended November 30, 2023 and 2022:
SCHEDULE
OF EFFECTIVE INCOME TAX RATE RECONCILIATION
| | |
Year Ended
November 30,
2023 | | |
Year Ended
November 30,
2022 | |
| Statutory federal income tax rate | |
| 21.00 | % | |
| 21.00 | % |
| State taxes, net of federal tax benefit | |
| - | | |
| - | |
| Other | |
| 1.48 | | |
| - | |
| Change in valuation allowance | |
| 21.00 | | |
| 41.21 | |
| Income tax provision (benefit) | |
| 43.48 | % | |
| 62.21 | % |
|
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| Period Type: |
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|
| X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Paragraph 2
-Section 50
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- DefinitionTabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Paragraph 12
-Section 50
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v3.24.0.1
DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY (Details Narrative) - USD ($)
|
|
|
12 Months Ended |
|
Sep. 09, 2022 |
Feb. 03, 2022 |
Nov. 30, 2023 |
Nov. 30, 2022 |
May 01, 2023 |
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Proceeds from issuance of IPO |
|
|
|
$ 84,525,000
|
|
| Share price |
|
|
$ 10.10
|
|
|
| Aggregate market fair value percentage |
|
|
80.00%
|
|
|
| Term of restricted investments |
|
|
185 days
|
|
|
| Aggregate percentage of public shares |
|
|
15.00%
|
|
|
| Percentage of public share |
|
|
100.00%
|
|
|
| Interest on dissolution expenses |
|
|
$ 100,000
|
|
|
| Cash withdrawn from trust account for taxes |
|
|
919,547
|
|
|
| Funds used to pay income and franchise taxes |
|
|
706,490
|
|
|
| Fund held in bank account for future taxes and dissolution expenses |
|
|
213,057
|
|
|
| Working capital deficit |
|
|
134,421
|
|
|
| Maximum [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Deposits |
|
|
$ 862,500
|
|
|
| Share price |
|
|
$ 10.00
|
|
|
| Minimum [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Share price |
|
|
$ 10.00
|
|
|
| IPO [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Stock issued during period shares new issues |
|
8,625,000
|
|
|
|
| Proceeds from issuance of IPO |
|
$ 86,250,000
|
|
|
|
| Description on sale of stock |
|
|
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 from the Private Placement Units, will be held in
a trust account (“Trust Account”)
|
|
|
| Share price |
|
|
$ 0.10
|
|
|
| IPO [Member] | Underwriters [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Stock issued during period shares new issues |
|
1,125,000
|
|
|
|
| Proceeds from issuance of IPO |
|
$ 11,250,000
|
|
|
|
| Share price |
|
$ 10.00
|
|
|
|
| Private Placement [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Share price |
|
|
10.00
|
|
|
| Private Placement [Member] | Alset Acquisition Sponsor, LLC [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Stock issued during period shares new issues |
|
473,750
|
|
|
|
| Proceeds from issuance of IPO |
|
$ 4,737,500
|
|
|
|
| Share price |
|
$ 10.00
|
|
|
|
| Common Class A [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Common stock, par value |
|
|
0.0001
|
$ 0.0001
|
|
| Common stock excluding redemption, shares |
|
|
|
|
6,648,964
|
| Common stock held in trust |
|
|
|
|
$ 68,400,000
|
| Common Class A [Member] | IPO [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Proceeds from issuance of IPO |
|
$ 75,000,000
|
|
|
|
| Common Class A [Member] | Private Placement [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Share price |
|
|
$ 10.00
|
|
|
| Description on sale of stock |
|
|
Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon
the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class
A common stock at a price of $11.50 per share, subject to adjustment
|
|
|
| Merger Agreement [Member] | HWH International Inc [Member] | Common Class A [Member] |
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
| Stock issued during period, value, acquisitions |
$ 125,000,000
|
|
|
|
|
| Common stock, par value |
$ 0.0001
|
|
|
|
|
| Stock issued during period, shares, acquisitions |
12,500,000
|
|
|
|
|
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v3.24.0.1
SUMMARY OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE (Details) - USD ($)
|
12 Months Ended |
Nov. 30, 2023 |
Nov. 30, 2022 |
| Common Class A [Member] |
|
|
| Allocation of net income |
$ 388,396
|
$ 88,130
|
| Basic weighted average shares outstanding |
5,218,670
|
7,478,425
|
| Diluted weighted average shares outstanding |
5,218,670
|
7,478,425
|
| Basic net income per share of common stock |
$ 0.07
|
$ 0.01
|
| Diluted net income per share of common stock |
$ 0.07
|
$ 0.01
|
| Common Class B [Member] |
|
|
| Allocation of net income |
$ 160,477
|
$ 25,357
|
| Basic weighted average shares outstanding |
2,156,250
|
2,156,250
|
| Diluted weighted average shares outstanding |
2,156,250
|
2,156,250
|
| Basic net income per share of common stock |
$ 0.07
|
$ 0.01
|
| Diluted net income per share of common stock |
$ 0.07
|
$ 0.01
|
| X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
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|
|
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
|
12 Months Ended |
Nov. 30, 2023 |
Nov. 30, 2022 |
| Subsidiary, Sale of Stock [Line Items] |
|
|
| Cash |
$ 585,654
|
$ 1,172,581
|
| Cash equivalents |
0
|
0
|
| Investment held in treasury |
21,252,639
|
88,102,610
|
| Underwriter discount |
4,743,750
|
|
| Temporary equity carrying amount |
$ 20,457,011
|
87,934,212
|
| Excise tax rate |
1.00%
|
|
| Corporate alternative minimum tax |
15.00%
|
|
| Delaware franchise tax |
$ 205,000
|
168,398
|
| Federal deposit insurance corporation |
250,000
|
|
| Cash, uninsured amount |
335,654
|
$ 922,581
|
| IPO [Member] |
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
| Offering costs |
$ 475,348
|
|
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-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(b))
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-Topic 852
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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-Paragraph 21
-Publisher FASB
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Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Topic 946
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v3.24.0.1
INITIAL PUBLIC OFFERING (Details Narrative) - USD ($)
|
|
12 Months Ended |
|
Feb. 03, 2022 |
Nov. 30, 2023 |
Nov. 30, 2022 |
Nov. 08, 2021 |
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
| Proceeds from issuance of IPO |
|
|
$ 84,525,000
|
|
| Share price, per share |
|
$ 10.10
|
|
|
| Common Class A [Member] |
|
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
| Sale of stock, per share |
|
$ 11.50
|
|
$ 12.00
|
| IPO [Member] |
|
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
| Proceeds from issuance of IPO |
$ 86,250,000
|
|
|
|
| Number of share issued |
8,625,000
|
|
|
|
| IPO [Member] | Underwriters [Member] |
|
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
| Proceeds from issuance of IPO |
$ 11,250,000
|
|
|
|
| Number of share issued |
1,125,000
|
|
|
|
| Share price, per share |
$ 10.00
|
|
|
|
| IPO [Member] | Common Class A [Member] |
|
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
| Stock issued during period shares new issues |
7,500,000
|
|
|
|
| Sale of stock, per share |
$ 10.00
|
|
|
|
| Proceeds from issuance of IPO |
$ 75,000,000
|
|
|
|
| X |
- DefinitionThe cash inflow associated with the amount received from entity's first offering of stock to the public. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section S99
-Paragraph 1
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v3.24.0.1
PRIVATE PLACEMENTS (Details Narrative) - USD ($)
|
12 Months Ended |
|
Nov. 30, 2023 |
Nov. 30, 2022 |
Nov. 08, 2021 |
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Share price |
$ 10.10
|
|
|
| Proceeds from issuance of private placement |
|
$ 4,737,500
|
|
| Common Class A [Member] |
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Sale of stock, per share |
$ 11.50
|
|
$ 12.00
|
| Private Placement [Member] |
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Number of shares issued, sale of transactions |
440,000
|
|
|
| Share price |
$ 10.00
|
|
|
| Proceeds from issuance of private placement |
$ 4,400,000
|
|
|
| Private Placement [Member] | Common Class A [Member] |
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Number of shares issued, sale of transactions |
33,750
|
|
|
| Share price |
$ 10.00
|
|
|
| Proceeds from issuance of private placement |
$ 337,500
|
|
|
| Description on sale of stock |
Each private placement right entitles the holder thereof to receive one-tenth (1/10) of one share of Class A common stock upon
the consummation of an initial Business Combination. Each whole private placement warrant is exercisable to purchase one share of Class
A common stock at a price of $11.50 per share, subject to adjustment
|
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v3.24.0.1
RELATED PARTIES (Details Narrative) - USD ($)
|
|
12 Months Ended |
|
|
Nov. 08, 2021 |
Nov. 30, 2023 |
Nov. 30, 2022 |
Jun. 07, 2023 |
Jun. 05, 2023 |
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Payments of sock issuance costs |
|
|
$ 289,195
|
|
|
| Repayments of related party debt |
|
33,475
|
211,153
|
|
|
| Sponsor fees |
|
10,000
|
|
|
|
| General and administrative charge |
|
120,000
|
100,000
|
|
|
| Working capital loans |
|
0
|
0
|
|
|
| Extension loan |
|
$ 205,305
|
|
$ 205,305
|
$ 205,305
|
| Maximum [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Share price |
|
$ 10.00
|
|
|
|
| Common Class A [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Sale of stock price per share |
$ 12.00
|
$ 11.50
|
|
|
|
| Sponsor [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Payments of sock issuance costs |
|
|
75,000
|
|
|
| Repayments of related party debt |
|
$ 33,475
|
211,153
|
|
|
| Due to related parties |
|
0
|
0
|
|
|
| Due from sponsor |
|
|
13,000
|
|
|
| Sponsor [Member] | Working Capital Loan [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Repayments of related party debt |
|
$ 1,500,000
|
|
|
|
| Share price |
|
$ 10.00
|
|
|
|
| Sponsor [Member] | Unsecured Promissory Note [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Promissory note |
|
$ 0
|
$ 0
|
|
|
| Sponsor [Member] | Unsecured Promissory Note [Member] | Maximum [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Aggregate principal amount |
$ 300,000
|
|
|
|
|
| Sponsor [Member] | Common Class B [Member] |
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
| Number of shares issued, sale of transactions |
2,156,250
|
|
|
|
|
| Sale of stock, value |
$ 25,000
|
|
|
|
|
| Common stock shares subject to forfeiture |
281,250
|
|
|
|
|
| Percentage of issued and outstanding shares |
20.00%
|
|
|
|
|
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-Topic 946
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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v3.24.0.1
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)
|
|
12 Months Ended |
Feb. 03, 2022 |
Nov. 30, 2023 |
Nov. 30, 2022 |
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Shares issued price per share |
|
$ 10.10
|
|
| Proceeds from issuance of IPO |
|
|
$ 84,525,000
|
| IPO [Member] |
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Issuance of Shares at Initial Public Offering, shares |
8,625,000
|
|
|
| Proceeds from issuance of IPO |
$ 86,250,000
|
|
|
| IPO [Member] | Underwriters [Member] |
|
|
|
| Subsidiary, Sale of Stock [Line Items] |
|
|
|
| Issuance of Shares at Initial Public Offering, shares |
1,125,000
|
|
|
| Shares issued price per share |
$ 10.00
|
|
|
| Proceeds from issuance of IPO |
$ 11,250,000
|
|
|
| Aggregate underwriting discount, price per shares |
|
$ 0.20
|
|
| Aggregate underwriting discount |
|
$ 1,725,000
|
|
| Underwriting deferred fee per share |
|
$ 0.35
|
|
| Underwriting deferred expense |
|
$ 3,018,750
|
|
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-Topic 944
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
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Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
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-Section S99
-Paragraph 1
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v3.24.0.1
STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares
|
Nov. 30, 2023 |
Nov. 30, 2022 |
Nov. 08, 2021 |
| Class of Stock [Line Items] |
|
|
|
| Preferred stock, shares authorized |
1,000,000
|
1,000,000
|
|
| Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
|
| Preferred stock, shares issued |
0
|
0
|
|
| Preferred stock, shares outstanding |
0
|
0
|
|
| Warrant exercise price |
$ 0.01
|
|
|
| Common Class A [Member] |
|
|
|
| Class of Stock [Line Items] |
|
|
|
| Common stock, shares authorized |
50,000,000
|
50,000,000
|
|
| Common stock, par value |
$ 0.0001
|
$ 0.0001
|
|
| Common stock, shares issued |
473,750
|
473,750
|
|
| Common stock, shares outstanding |
473,750
|
473,750
|
|
| Common stock excluding redemption shares |
1,976,036
|
8,625,000
|
|
| Sale of price per share |
$ 11.50
|
|
$ 12.00
|
| Common Class A [Member] | Warrant [Member] |
|
|
|
| Class of Stock [Line Items] |
|
|
|
| Sale of price per share |
$ 18.00
|
|
|
| Common Class B [Member] |
|
|
|
| Class of Stock [Line Items] |
|
|
|
| Common stock, shares authorized |
5,000,000
|
5,000,000
|
|
| Common stock, par value |
$ 0.0001
|
$ 0.0001
|
|
| Common stock, shares issued |
2,156,250
|
2,156,250
|
|
| Common stock, shares outstanding |
2,156,250
|
2,156,250
|
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/exampleRef
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Reference 2: http://www.xbrl.org/2003/role/recommendedDisclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Publisher FASB
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Topic 946
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-Section S99
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-Publisher FASB
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-Topic 946
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-Section S99
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-Publisher FASB
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
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-Section S99
-Paragraph 3
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-Publisher FASB
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-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 13
-Subparagraph (a)
-Publisher FASB
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-Topic 210
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-Topic 946
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-Topic 505
-SubTopic 10
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-Subparagraph (a)
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-Topic 946
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v3.24.0.1
SUBSEQUENT EVENT (Details Narrative) - USD ($)
|
Jan. 09, 2024 |
Sep. 09, 2022 |
Nov. 30, 2023 |
Nov. 30, 2022 |
| Subsequent Event [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Stock redeemed or called during period, shares |
1,942,108
|
|
|
|
| Redemption price |
$ 10.66
|
|
|
|
| Stock issued during period, shares, conversion of units |
909,875
|
|
|
|
| Common Class A [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Business combination share price |
|
|
$ 0.0001
|
$ 0.0001
|
| Common Class A [Member] | Subsequent Event [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Business combination share price |
$ 0.0001
|
|
|
|
| Common Class B [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Business combination share price |
|
|
$ 0.0001
|
$ 0.0001
|
| Common Class B [Member] | Subsequent Event [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Business combination share price |
$ 0.0001
|
|
|
|
| Merger Agreement [Member] | Common Class A [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Conversion of stock shares converted |
|
12,500,000
|
|
|
| Satisfaction Agreement [Member] | Subsequent Event [Member] |
|
|
|
|
| Subsequent Event [Line Items] |
|
|
|
|
| Cash payment |
$ 325,000
|
|
|
|
| Stock issued during period, shares, acquisitions |
149,443
|
|
|
|
| Promissory note |
$ 1,184,375
|
|
|
|
| X |
- DefinitionCommon stock redemption price per share.
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