HWH International Inc. Files S-1/A Amendment

TL;DR

HWH Intl (fka Alset Cap) filed S-1/A. Updated biz info for drug wholesale.

AI Summary

HWH International Inc. filed an S-1/A amendment on June 5, 2024, detailing its business operations in wholesale drugs and sundries. The company, formerly known as Alset Capital Acquisition Corp. until December 3, 2021, is incorporated in Delaware and headquartered in Bethesda, MD. This filing provides updated information regarding its financial structure and business activities.

Why It Matters

This S-1/A filing provides updated disclosures for HWH International Inc., formerly Alset Capital Acquisition Corp., which is crucial for investors to understand the company's current financial standing and business strategy.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it indicates a company undergoing regulatory review or providing updated disclosures, which can carry inherent risks related to business operations and financial performance.

Key Numbers

• 333-278560 — SEC File Number (Identifies the specific SEC registration)
• 0001897245 — Central Index Key (Unique identifier for the filer)

Key Players & Entities

• HWH International Inc. (company) — Filer name
• Alset Capital Acquisition Corp. (company) — Former company name
• 20240605 (date) — Filing date
• 301-971-3955 (phone_number) — Business phone number
• DE (state) — State of incorporation
• MD (state) — State of business address
• 20211203 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — 9,443 shares of common stock, par value $0.0001 per share, issued pursuant to a Satisfa
• $1,509,375 — underwriting commission, equivalent to $1,509,375 in deferred underwriting commission equ
• $10.10 — ed underwriting commission equitized at $10.10 per share. We will not receive any pr
• $1.09 — price of our common stock on Nasdaq was $1.09 per share. Investment in our common s
• $50,000,000 — alue of our common stock had been below $50,000,000 for the prior 37 consecutive business d
• $35,000,000 — , which has a lower MVLS requirement of $35,000,000. Credit Facility On April 24, 2024,
• $1,000,000 — maximum, aggregate credit line of up to $1,000,000. Pursuant to the Credit Agreement, th
• $10.00 — gnificantly below our SPAC IPO price of $10.00 per unit, selling stockholders could st

Filing Documents

• forms-1a.htm (S-1/A) — 3537KB
• ex23-1.htm (EX-23.1) — 4KB
• ex23-2.htm (EX-23.2) — 5KB
• form10-q_001.jpg (GRAPHIC) — 42KB
• fin_001.jpg (GRAPHIC) — 11KB
• image_001.jpg (GRAPHIC) — 33KB
• ex23-1_001.jpg (GRAPHIC) — 18KB
• ex23-1_002.jpg (GRAPHIC) — 83KB
• ex23-2_001.jpg (GRAPHIC) — 17KB
• ex23-2_002.jpg (GRAPHIC) — 18KB
• 0001493152-24-022746.txt ( ) — 14974KB
• acax-20240331.xsd (EX-101.SCH) — 75KB
• acax-20240331_cal.xml (EX-101.CAL) — 109KB
• acax-20240331_def.xml (EX-101.DEF) — 477KB
• acax-20240331_lab.xml (EX-101.LAB) — 561KB
• acax-20240331_pre.xml (EX-101.PRE) — 563KB
• forms-1a_htm.xml (XML) — 2638KB

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 22

USE OF PROCEEDS

USE OF PROCEEDS 23 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 23

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 23

BUSINESS

BUSINESS 33 MANAGEMENT 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 38 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 39 PRINCIPAL SECURITYHOLDERS 41 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 42 SELLING STOCKHOLDERS 46

DESCRIPTION OF SECURITIES BEING REGISTERED

DESCRIPTION OF SECURITIES BEING REGISTERED 48 PLAN OF DISTRIBUTION 48 LEGAL MATTERS 51 EXPERTS 51 WHERE YOU CAN FIND MORE INFORMATION 51 INDEX OF CONSOLIDATED

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 52

INFORMATION

PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 EXHIBIT INDEX II-3

SIGNATURES

SIGNATURES II-4 i ABOUT THIS PROSPECTUS This prospectus is part of the registration statement that we filed with the SEC pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus. This prospectus includes important information about us, the securities being offered and other information you should know before investing in our securities. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you under "Where You Can Find More Information" in this prospectus. You should rely only on this prospectus. We have not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you other than those contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Unless otherwise indicated, information contained in this prospectus concerning our industry, including our general expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry and general pub

View Full Filing

View this S-1/A filing on SEC EDGAR