HWH International Inc. Files S-1/A Amendment

TL;DR

HWH Intl. (fka Alset Capital) filed an S-1/A update. Wholesale drug biz. Check financials.

AI Summary

HWH International Inc. filed an S-1/A amendment on December 4, 2024, detailing its business operations in wholesale drugs and druggists' sundries. The company, formerly Alset Capital Acquisition Corp., is incorporated in Delaware with its principal office in Bethesda, MD. This filing provides updated financial information and disclosures relevant to its public offering.

Why It Matters

This S-1/A filing provides updated information for investors and the public regarding HWH International Inc.'s business and financial status as it navigates its public market presence.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it indicates a company in the process of registering securities, which inherently carries risks associated with public offerings and evolving business operations.

Key Numbers

• 2024-09-30 — Reporting Period End (End date for financial data presented in the filing.)
• 2023-12-31 — Fiscal Year End (Indicates the company's annual financial reporting cycle.)

Key Players & Entities

• HWH International Inc. (company) — Filer of the S-1/A amendment
• Alset Capital Acquisition Corp. (company) — Former name of HWH International Inc.
• 20241204 (date) — Filing date of the S-1/A amendment
• 333-282567 (dollar_amount) — SEC file number
• 4800 MONTGOMERY LANE, SUITE 210 (location) — Business and mailing address
• BETHESDA, MD (location) — City and State of business address

FAQ

Key Financial Figures

• $0.0001 — 1,429 shares of common stock, par value $0.0001 per share (the "Common Stock") on a bes
• $0 — ice of one share of common stock, minus $0.0001, and the remaining exercise price
• $0.98 — rted sale price of our common stock was $0.98 per share. We do not intend to list the
• $50,000,000 — alue of our common stock had been below $50,000,000 for the prior 37 consecutive business d
• $15,000,000 — the "MVPHS") had been below the minimum $15,000,000 required for continued listing as set f
• $1 — mpany's bid price was below the minimum $1 required for continued listing on the N
• $1,000,000 — maximum, aggregate credit line of up to $1,000,000. Pursuant to the Credit Agreement, th
• $300,000 — ective agreements, Alset Inc. converted $300,000 of the Company's debt into 476,190 shar
• $3,501,759 — d Alset International Limited converted $3,501,759 of the Company's debt into 5,558,347 sh
• $0.63 — k. The debt conversion price was set at $0.63 per share. Cumulatively, the newly issu
• $0.68 — 's common stock for a purchase price of $0.68 per share. Alset Inc. is the majority s

Filing Documents

• forms-1a.htm (S-1/A) — 3861KB
• ex23-1.htm (EX-23.1) — 5KB
• ex23-2.htm (EX-23.2) — 6KB
• ex107.htm (EX-FILING FEES) — 48KB
• ex23-1_001.jpg (GRAPHIC) — 69KB
• ex23-1_002.jpg (GRAPHIC) — 26KB
• ex23-2_001.jpg (GRAPHIC) — 22KB
• ex23-2_002.jpg (GRAPHIC) — 6KB
• ex23-2_003.jpg (GRAPHIC) — 64KB
• chart_001.jpg (GRAPHIC) — 168KB
• fin_001.jpg (GRAPHIC) — 11KB
• chartimage_002.jpg (GRAPHIC) — 90KB
• 0001493152-24-048545.txt ( ) — 18299KB
• hwh-20240930.xsd (EX-101.SCH) — 84KB
• hwh-20240930_cal.xml (EX-101.CAL) — 140KB
• hwh-20240930_def.xml (EX-101.DEF) — 594KB
• hwh-20240930_lab.xml (EX-101.LAB) — 627KB
• hwh-20240930_pre.xml (EX-101.PRE) — 682KB
• forms-1a_htm.xml (XML) — 3222KB

RISK FACTORS

RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS 22

DILUTION

DILUTION 23 CAPITALIZATION 24 MARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICY 25

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 25

BUSINESS

BUSINESS 35 MANAGEMENT 36

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 40 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 41 PRINCIPAL SECURITYHOLDERS 44 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 45 PLAN OF DISTRIBUTION 49

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 51 LEGAL MATTERS 55 EXPERTS 55 WHERE YOU CAN FIND MORE INFORMATION 55 INDEX OF CONSOLIDATED FINANCIAL STATEMENTS F-1

INFORMATION NOT REQUIRED IN PROSPECTUS

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

SIGNATURES

SIGNATURES II-4 You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock. Our business, financial condition, results of operations and future growth prospects may have changed since those dates. For investors outside the United States: We have not, and the Placement Agent has not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United relating to, the offering of the securities and the distribution of this prospectus outside the United States. We urge you to read carefully this prospectus before deciding whether to invest in any of the common stock being offered. As used in this prospectus and unless otherwise indicated, the terms "we," "us," "our," "HWH," or the "Company" refer to HWH International Inc. and its subsidiaries. i PROSPECTUS SUMMARY This summary highlights certain information about us and this offering contained elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed inform

View Full Filing

View this S-1/A filing on SEC EDGAR