HWH International Inc. Files S-1 Registration Statement
Ticker: HWH · Form: S-1 · Filed: Apr 8, 2024 · CIK: 1897245
Sentiment: neutral
Topics: S-1 Filing, HWH International Inc., SEC Registration, Public Offering, Alset Capital Acquisition Corp.
TL;DR
<b>HWH International Inc. has filed an S-1 registration statement, marking a step towards a public offering.</b>
AI Summary
HWH International Inc. (HWH) filed a IPO Registration (S-1) with the SEC on April 8, 2024. HWH International Inc. filed an S-1 registration statement with the SEC on April 8, 2024. The company is incorporated in Delaware and its fiscal year ends on November 30. Its principal executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814. The filing is for registration under the Securities Act of 1933. HWH International Inc. was formerly known as Alset Capital Acquisition Corp. until December 3, 2021.
Why It Matters
For investors and stakeholders tracking HWH International Inc., this filing contains several important signals. This S-1 filing indicates HWH International Inc. is preparing to offer its securities to the public, which could provide capital for growth or operations. The change in name from Alset Capital Acquisition Corp. suggests a potential shift in business focus or strategy since December 2021.
Risk Assessment
Risk Level: low — HWH International Inc. shows low risk based on this filing. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain detailed financial performance data or business operations information.
Analyst Insight
Monitor future filings from HWH International Inc. for details on the proposed public offering, including the number of shares, pricing, and use of proceeds.
Key Numbers
- 333-278560 — SEC File Number (Registration statement)
- 5122 — SIC Code (Wholesale-Drugs Proprietaries & Druggists' Sundries)
- 873296100 — IRS Number (Employer Identification No.)
- 2024-04-08 — Filing Date (S-1 Submission)
Key Players & Entities
- HWH International Inc. (company) — Registrant
- SEC (regulator) — Securities and Exchange Commission
- April 8, 2024 (date) — Filing date
- Delaware (jurisdiction) — State of incorporation
- November 30 (date) — Fiscal year end
- 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814 (address) — Principal executive offices
- Alset Capital Acquisition Corp. (company) — Former company name
- December 3, 2021 (date) — Date of name change
FAQ
When did HWH International Inc. file this S-1?
HWH International Inc. filed this IPO Registration (S-1) with the SEC on April 8, 2024.
What is a S-1 filing?
A S-1 is a registration statement for initial public offerings, containing the prospectus with business description, financials, and risk factors. This particular S-1 was filed by HWH International Inc. (HWH).
Where can I read the original S-1 filing from HWH International Inc.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by HWH International Inc..
What are the key takeaways from HWH International Inc.'s S-1?
HWH International Inc. filed this S-1 on April 8, 2024. Key takeaways: HWH International Inc. filed an S-1 registration statement with the SEC on April 8, 2024.. The company is incorporated in Delaware and its fiscal year ends on November 30.. Its principal executive offices are located at 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814..
Is HWH International Inc. a risky investment based on this filing?
Based on this S-1, HWH International Inc. presents a relatively low-risk profile. The filing is an S-1 registration statement, which is a preliminary step for a public offering and does not contain detailed financial performance data or business operations information.
What should investors do after reading HWH International Inc.'s S-1?
Monitor future filings from HWH International Inc. for details on the proposed public offering, including the number of shares, pricing, and use of proceeds. The overall sentiment from this filing is neutral.
Risk Factors
- Registration Statement Effectiveness [medium — regulatory]: The effectiveness of this registration statement is required before securities can be sold to the public.
- Lack of Financial Data [medium — financial]: The S-1 filing is a preliminary document and does not contain detailed historical financial performance data.
- Business Operations [medium — operational]: Information regarding the specific business operations, products, or services of HWH International Inc. is not detailed in this initial filing.
Key Dates
- 2024-04-08: S-1 Filing — Initial registration statement filed with the SEC.
- 2021-12-03: Name Change — Company formerly known as Alset Capital Acquisition Corp.
Glossary
- S-1
- A registration statement filed with the SEC by companies intending to make a public offering of securities. (Indicates the company is preparing to go public or offer new securities.)
- Securities Act of 1933
- A federal statute that governs the initial offering and sale of securities. (The legal framework under which this registration is being filed.)
Filing Stats: 4,438 words · 18 min read · ~15 pages · Grade level 16.1 · Accepted 2024-04-08 17:09:23
Key Financial Figures
- $0.0001 — 3 shares of our common stock, par value $0.0001 per share, issued pursuant to a Satisfa
- $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
- $86,250,000 — per Unit, generating gross proceeds of $86,250,000. Simultaneously with the consummation
- $4,735,500 — nit, generating total gross proceeds of $4,735,500 (the “Private Placement”).
- $86.25 million — ption, and the Private Placement Units, $86.25 million and $4.7 million was placed in the trus
- $4.7 million — ate Placement Units, $86.25 million and $4.7 million was placed in the trust account, respec
- $0.20 — ny paid a cash underwriting discount of $0.20 per Unit, or $1,725,000. In addition, t
- $1,725,000 — rwriting discount of $0.20 per Unit, or $1,725,000. In addition, the underwriters were ent
- $0.35 — ters were entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregat
- $3,018,750 — to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee beca
- $325,000 — EF Hutton will accept a combination of $325,000 in cash upon the closing of the busines
- $1,184,375 — the Company’s common stock and a $1,184,375 promissory note as full satisfaction of
Filing Documents
- forms-1.htm (S-1) — 233KB
- ex5-1.htm (EX-5.1) — 10KB
- ex23-1.htm (EX-23.1) — 5KB
- ex23-2.htm (EX-23.2) — 4KB
- ex107.htm (EX-FILING FEES) — 20KB
- ex5-1_001.jpg (GRAPHIC) — 5KB
- ex23-1_001.jpg (GRAPHIC) — 16KB
- ex23-1_002.jpg (GRAPHIC) — 84KB
- ex23-2_001.jpg (GRAPHIC) — 9KB
- ex23-2_003.jpg (GRAPHIC) — 7KB
- ex23-2_002.jpg (GRAPHIC) — 17KB
- 0001493152-24-013944.txt ( ) — 464KB
RISK FACTORS
RISK FACTORS 5 SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS 5
USE OF PROCEEDS
USE OF PROCEEDS 6 SELLING STOCKHOLDERS 6
DESCRIPTION OF SECURITIES BEING REGISTERED
DESCRIPTION OF SECURITIES BEING REGISTERED 8 PLAN OF DISTRIBUTION 8 LEGAL MATTERS 11 EXPERTS 11 WHERE YOU CAN FIND MORE INFORMATION 11 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 12 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 and the documents incorporated by reference into this prospectus include 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 or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, 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, including the documents incorporated by reference therein, 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” and “Incorporation of Certain Information by Reference” in this prospectus. You should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We have not, and the selling stockholders have not, authorized anyone to give any information or to make any representat
Business
Business Combination 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 of 1933, as amended (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 were entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate. The deferred fee became payable to the underwriters from the amounts held in the trust account solely in the event that the Company completed a business combination, subject to the terms of the underwriting agreement. On December 18, 2023, the Company entered into the Satisfaction Agreement in connection with the Underwriting Agreement, dated January 31, 2022, with EF Hutton, pursuant to which EF Hutto