HWH International Reports Broad Operational, Financial Changes

TL;DR

**HWH International just dropped an 8-K detailing massive operational and financial shake-ups, watch for volatility.**

AI Summary

HWH International Inc. filed an 8-K on January 12, 2024, reporting an event on January 8, 2024, related to multiple material changes including the entry into and termination of definitive agreements, completion of an acquisition or disposition of assets, and unregistered sales of equity securities. This indicates significant operational and financial restructuring, which could impact the company's future revenue streams and ownership structure. Investors should be aware that such broad changes often signal a shift in strategy or financial health, potentially affecting stock valuation.

Why It Matters

This filing signals major strategic shifts for HWH International, potentially impacting its business model, financial stability, and future growth prospects, which directly affects shareholder value.

Risk Assessment

Risk Level: high — The filing indicates multiple significant and simultaneous changes across material agreements, asset disposition, and equity sales, creating high uncertainty about the company's future direction and financial health.

Analyst Insight

A smart investor would closely monitor subsequent filings and news from HWH International Inc. to understand the specifics and implications of these broad changes before making any investment decisions, as the current information suggests high uncertainty.

Key Players & Entities

• HWH International Inc. (company) — the registrant filing the 8-K
• Alset Capital Acquisition Corp. (company) — former name of the registrant
• January 8, 2024 (date) — date of the earliest event reported
• January 12, 2024 (date) — date the 8-K was filed

Forward-Looking Statements

• HWH International Inc. will experience significant stock price volatility in the short term. (HWH International Inc.) — high confidence, target: 2024-03-31
• The company's financial statements will reflect substantial changes due to the reported acquisition/disposition of assets and equity sales. (HWH International Inc.) — medium confidence, target: 2024-05-15

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value per share HWH The Nasdaq
• $89,054,221.20 — PO. Such holders received approximately $89,054,221.20 in the aggregate. As a result of the
• $30,000,000 — equal or exceed Thirty Million dollars ($30,000,000); and 8.1(j), which states "upon the cl
• $5,000,001 — hat would cause Alset to have less than $5,000,001 of net tangible assets (as determined i
• $12.00 — of Alset Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits
• $3,018,750 — ng Agreement the Company was due to pay $3,018,750 to EF Hutton as deferred underwriting c
• $325,000 — EF Hutton will accept a combination of $325,000 in cash (the "Cash Payment") upon the c
• $1,184,375 — any's common stock (the "Shares") and a $1,184,375 promissory note (the "Promissory Note")
• $10,000 — ur use of this space is included in the $10,000 per month fee we pay to our Alset Manag

Filing Documents

• form8-k.htm (8-K) — 174KB
• ex3-1.htm (EX-3.1) — 82KB
• ex3-2.htm (EX-3.2) — 180KB
• ex10-2.htm (EX-10.2) — 129KB
• ex10-3.htm (EX-10.3) — 38KB
• ex99-1.htm (EX-99.1) — 246KB
• ex99-3.htm (EX-99.3) — 319KB
• ex99-5.htm (EX-99.5) — 194KB
• ex99-6.htm (EX-99.6) — 16KB
• fin_001.jpg (GRAPHIC) — 153KB
• ex99-6_001.jpg (GRAPHIC) — 7KB
• 0001493152-24-002250.txt ( ) — 1971KB
• acax-20240108.xsd (EX-101.SCH) — 3KB
• acax-20240108_def.xml (EX-101.DEF) — 26KB
• acax-20240108_lab.xml (EX-101.LAB) — 34KB
• acax-20240108_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01

Item 1.01 Entry into Material Definitive Agreement. Merger Agreement As previously disclosed, on August 1, 2023, Alset held the Special Meeting, at which the Alset stockholders considered and adopted, among other matters, a proposal to approve the Business Combination. On the Closing Date, the parties consummated the Business Combination pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the "Merger Agreement"), by and among Alset, Merger Sub, a Nevada corporation, and HWH International Inc., a Nevada corporation. Pursuant to the terms of the Merger Agreement, (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on the Closing Date, (i) the Merger Agreement provides for the combination of HWH and Merger Sub under Alset, with HWH surviving as the Surviving Corporation (collectively, the "Merger"). At the consummation of the Merger, HWH will survive as a direct, wholly-owned subsidiary of Alset; and (ii) Alset will change its name to "HWH International Inc." The transaction has closed, as all closing conditions as referenced in the Merger Agreement have either been met or waived by the parties. Certain closing conditions that have been waived by the parties, pursuant to the Merger Agreement include Section 8.1(i), which states "the aggregate cash available to Alset at the Closing from the Trust Account (after giving effect to the redemption of any shares of Alset Class A Common Stock in connection with the Alset Proposals, but before giving effect to (i) the payment of the Outstanding Alset Transaction Expenses, and (ii) the payment of the Outstanding Company Transaction Expenses), shall equal or exceed Thirty Million dollars ($30,000,000); and 8.1(j), which states "upon the closing, Alset shall not have redeemed shares of Alset Class A Common Stock in the Offer in an amount that would cause Alset to have less than $5,000,001 of net tangible assets (as determined in accordance wi

02

Item 1.02 Termination of Material Definitive Agreement On July 30, 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation and HWH International Inc., a Nevada corporation, on the one hand, and Meteora Special Opportunity Fund I, LP ("MSOF"), Meteora Capital Partners, LP ("MCP"), Meteora Select Trading Opportunities Master, LP ("MSTO") and Meteora Strategic Capital, LLC, ("MSC") (with MCP, MSOF, MSTO and MSC collectively as "Seller"), on the other hand (the "Confirmation") and the Subscription Agreement entered into as of July 30, 2023, by and among ACAX and Seller (the "Subscription Agreement"). The Subscription Agreement has been terminated. In addition, the Company did not incur any early termination penalties in connection with the Termination of the Subscription Agreement .

01

Item 2.01 Completion of Acquisition or Disposition of Assets. To the extent required by this Item 2.01, the disclosure set forth in the "Introductory Note" section above is hereby incorporated into this Item 2.01 by reference. FORM 10 INFORMATION Item 2.01(f) of Form 8-K states that if the predecessor registrant was a "shell company," (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Consummation, and as discussed below in Item 5.06 of this Current Report, the Company has ceased to be a shell company. Accordingly, the Company is providing below the information that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Forward-Looking This Current Report and the information incorporated herein by reference contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including with respect to the effects of the Business Combination. These statements are based on the current expectations and beliefs of management of the Company and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements include statements about future financial and operating results of the Company; statements of the plans, strategies, and objectives of management for future operations of the Company; statements regarding future e

Business

Business Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section entitled "Management of Alset After the Business Combination," which is hereby incorporated herein by reference. Risk Factors Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section entitled "Risk Factors," which is hereby incorporated herein by reference. Financial Information Management's Discussion and Analysis of Financial Condition and Results of Operations Reference is made to the disclosure contained in the Proxy Statement/Prospectus in the section entitled "HWH's Management's Discussion and Analysis of Financial Condition and Results of Operations" which is hereby incorporated herein by reference. Other Financial Information Reference is made to the disclosure set forth in Item 9.01 of this Current Report concerning the consolidated financial information of Alset and the unaudited pro forma condensed combined financial information of the Company. The selected historical financial information of HWH as of and for the years ended December 31, 2021, and 2022, is described in the Proxy

Properties

Properties Our executive offices are located at 4800 Montgomery Ln., Ste 210, Bethesda, MD 20814, and our telephone number is (301) 971-3955. The cost for our use of this space is included in the $10,000 per month fee we pay to our Alset Management Group Inc. ("Alset Management") for office space, administrative and shared personnel support services. Upon completion of the Initial Business Combination, the Company will cease paying these monthly fees. We consider our current office space adequate for our current operations. Security The following table sets forth information regarding the beneficial ownership of Alset Common Stock immediately following the consummation of the Business Combination by: each person who is known to be the beneficial owner of more than 5% of the outstanding shares of Alset Common Stock and/or is expected to be the beneficial owner of more than 5% of the outstanding shares of Alset Common Stock post-Business Combination; and each of the Company's executive officers and directors; Beneficial if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Effective upon the Closing Date, including the redemption of Public Shares as described above, the Company had 16,223,246 shares of common stock issued and outstanding. See " Unaudited Pro Forma Condensed Combined Financial Information " for further information. Unless otherwise indicated, Alset believes that all persons named in the table below have sole voting and investment power with respect to all shares of capital stock beneficially owned by them. Name and Address of Beneficial Owner(1) Number of Shares of Company Common Stock Beneficially Owned Percentage of

View Full Filing

View this 8-K filing on SEC EDGAR