HWH International Inc. Files S-1 for Public Offering

TL;DR

HWH International Inc. (formerly Alset Capital) just filed its S-1, prepping for an IPO. Watch this space.

AI Summary

HWH International Inc. filed an S-1 form on October 10, 2024, indicating its intention to become a publicly traded company. Previously known as Alset Capital Acquisition Corp., the company, incorporated in Delaware, operates in the wholesale drug proprietaries and druggists' sundries sector. Its principal business address is in Bethesda, Maryland.

Why It Matters

This S-1 filing is a crucial step for HWH International Inc. as it signals their move towards raising capital through public markets, which could significantly impact their growth and operational capacity.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company in the process of going public, which inherently carries risks associated with market reception and operational scaling.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• HWH International Inc. (company) — Filer of the S-1 document
• Alset Capital Acquisition Corp. (company) — Former name of HWH International Inc.
• 0001493152-24-040637.txt (document) — Accession number for the filing
• 20241010 (date) — Filing date
• 333-282567 (document) — SEC file number
• 4800 MONTGOMERY LANE, SUITE 210 (address) — Business and mailing address
• BETHESDA, MD (address) — City and State of business address

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share (the "common stock"), at an a
• $0.70 — at an assumed public offering price of $0.70 per share, based on the last reported s
• $0.00001 — mmon stock and has an exercise price of $0.00001 per share. For each Pre-funded Warrant
• $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 — d to the public in this offering, minus $0.00001, and the exercise price of each P
• $3.2 million — of this offering will be approximately $3.2 million (or approximately $3.7 million if the u
• $3.7 million — ximately $3.2 million (or approximately $3.7 million if the underwriter exercises in full it
• $11.50 — th a weighted-average exercise price of $11.50 per share. 4 RISK FACTORS An inve

Filing Documents

• forms-1.htm (S-1) — 4272KB
• ex23-1.htm (EX-23.1) — 6KB
• ex23-2.htm (EX-23.2) — 5KB
• ex107.htm (EX-FILING FEES) — 48KB
• fin_001.jpg (GRAPHIC) — 11KB
• chartimage_001.jpg (GRAPHIC) — 119KB
• ex23-1_001.jpg (GRAPHIC) — 21KB
• ex23-1_002.jpg (GRAPHIC) — 241KB
• ex23-2_001.jpg (GRAPHIC) — 22KB
• ex23-2_002.jpg (GRAPHIC) — 6KB
• ex23-2_003.jpg (GRAPHIC) — 64KB
• chartimage_002.jpg (GRAPHIC) — 90KB
• 0001493152-24-040637.txt ( ) — 19044KB
• hwh-20240630.xsd (EX-101.SCH) — 79KB
• hwh-20240630_cal.xml (EX-101.CAL) — 133KB
• hwh-20240630_def.xml (EX-101.DEF) — 567KB
• hwh-20240630_lab.xml (EX-101.LAB) — 602KB
• hwh-20240630_pre.xml (EX-101.PRE) — 654KB
• forms-1_htm.xml (XML) — 3592KB

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 34 MANAGEMENT 35

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 39 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 40 PRINCIPAL SECURITYHOLDERS 43 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 44

DESCRIPTION OF SECURITIES BEING REGISTERED

DESCRIPTION OF SECURITIES BEING REGISTERED 52 LEGAL MATTERS 53 EXPERTS 53 WHERE YOU CAN FIND MORE INFORMATION 53 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. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where, or to any person to whom, the offer or sale is not permitted. 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 Underwriter 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 States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions 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 co

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View this S-1 filing on SEC EDGAR