What changed in this filing

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Item 1. Financial Statements

2022-10-07 compared with 2022-07-13 · 100 added, 67 removed, 575 unchanged (23% of the section changed)

2 unchanged sentences

Current assets:

Prepaid expenses

Due from Sponsor

Deferred offering costs

13 unchanged sentences

Class A common stock subject to possible redemption;

8,625,000 and 0 shares (at approximately $ 10.10 per share) as of May 31, 2022 and November 30, 2021, respectively

8,625,000 and 0 shares (at approximately $ 10.10 per share) as of August 31, 2022 and November 30, 2021, respectively

Stockholders’ (deficit) equity:

4 unchanged sentences

50,000,000 shares authorized;

473,750 and 0 issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of May 31, 2022 and November 30, 2021, respectively

473,750 and 0 issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of August 31, 2022 and November 30, 2021, respectively

Class B common stock, $ 0.0001 par value;

5,000,000 shares authorized;

2,156,250 shares issued and outstanding as of May 31, 2022 and November 30, 2021

2,156,250 shares issued and outstanding as of August 31, 2022 and November 30, 2021

Common stock value

9 unchanged sentences

For the Three

August 31, 2022

Administration fee - related party

3 unchanged sentences

TOTAL OTHER INCOME

$ ( 107,482 )

Weighted average number of shares of Class A common stock outstanding, basic and diluted

4 unchanged sentences

CAPITAL ACQUISITION CORP.

STATEMENT OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

the SIX Months Ended MAY 31, 2022

Balance at November 30, 2021 (audited)

Issuance of Shares at Initial Public Offering

Deferred underwriting compensation

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

the NINE Months Ended AUGUST 31, 2022

at November 30, 2021 (audited)

of Shares at Initial Public Offering

underwriting compensation

( 3,018,750 )

Sale of Private Placement Units

Underwriter’s fees and other issuance costs

of Private Placement Units

Underwriter’s

fees and other issuance costs

( 2,200,348 )

Remeasurement of Class A common stock to redemption value

Remeasurement

of Class A common stock to redemption value

( 8,625,000 )

1 unchanged sentence

( 87,112,500 )

Class A Common Stock Measurement Adjustment

A Common Stock Measurement Adjustment

( 1,319,361 )

Balance at February 28, 2022 (unaudited)

at February 28, 2022 (unaudited)

( 1,369,871 )

( 1,369,608 )

Balance at May 31, 2022 (unaudited)

at May 31, 2022 (unaudited)

( 1,431,843 )

( 1,431,580 )

income (loss)

Remeasurement

of Class A common stock subject to possible redemption to redemption amount

at August 31, 2022 (unaudited)

$ ( 1,466,510 )

$ ( 1,466,247 )

accompanying notes are an integral part of these unaudited financial statements.

1 unchanged sentence

OF CASH FLOWS

August 31, 2022

Cash Flows from Operating Activities:

$ ( 107,482 )

Adjustments to reconcile net loss to net cash provided by operating activities:

2 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

2 unchanged sentences

Cash Flows from Investing Activities:

Due from Sponsor

Cash deposited into Trust Account

28 unchanged sentences

is subject to all of the risks associated with early stage and emerging growth companies.

of May 31, 2022, the Company has not commenced any operations.

All activity for the period from October 20, 2021 (inception) through

May 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

is described below.

The Company will not generate any operating revenues until after the completion of its initial Business Combination,

at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial

Public Offering.

of August 31, 2022, the Company has not commenced any operations.

All activity for the period from October 20, 2021 (inception)

through August 31, 2022 relates to the Company’s formation and the initial public offering (“Initial Public

Offering”), which is described below and the pursuit of a suitable acquisition candidate.

The Company will not generate any operating revenues until after the completion of its

initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from

the proceeds derived from the Initial Public Offering.

The Company has selected November 30 as its fiscal year end.

181 unchanged sentences

the opinion of the Company’s management, the unaudited interim financial statements include all adjustments, which are only of

a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of May 31, 2022 and its results

of operations for the three and six months ended May 31, 2022 and cash flows for the six months ended May 31, 2022.

The results of operations

for the three and six months ended May 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year

ending November 30, 2022.

a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of August 31, 2022 and its

results of operations for the three and nine months ended August 31, 2022 and cash flows for the nine months ended August 31, 2022.

results of operations for the three and nine months ended August 31, 2022 are not necessarily indicative of the results to be expected

for the full fiscal year ending November 30, 2022.

Growth Company

28 unchanged sentences

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had cash of $ 1,620,011 and $ 50,000 as of May 31, 2022 and November 30, 2021, respectively.

The Company had cash of $ 1,507,307 and $ 50,000 as of August 31, 2022 and November 30, 2021, respectively.

The Company had no cash equivalents

as of May 31, 2022 and November 30, 2021.

as of August 31, 2022 and November 30, 2021.

held in Trust Account

May 31, 2022, the Company had approximately $ 87.2 million in investments in treasury securities held in the Trust Account.

August 31, 2022, the Company had approximately $ 87.5 million in investments in treasury securities held in the Trust Account.

Costs associated with the Initial Public Offering

17 unchanged sentences

control and subject to the occurrence of uncertain future events.

Accordingly, at May 31, 2022, the Class A common stock subject to possible

redemption in the amount of $ 87,112,500 are presented as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheets.

loss per share

loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

Accordingly, at August 31, 2022, the Class A common stock subject to

possible redemption in the amount of $ 87,269,299 are presented as temporary equity, outside of the stockholders’ equity section

of the Company’s balance sheets.

income per share

income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

The Company applies the two-class method in calculating earnings per share.

Earnings and losses are shared pro rata between the two classes

The calculation of diluted loss per share of common stock does not consider the effect of the warrants issued in connection

The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection

with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not yet been met.

result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.

following table reflects the calculation of basic and diluted net loss per common share (in U.S.

following table reflects the calculation of basic and diluted net income per common share (in U.S.

dollars, except per share amounts):

1 unchanged sentence

For the Three Months Ended

Basic and diluted net loss per share of common stock

Allocation of net loss

August 31, 2022

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

For the Six Months Ended

Basic and diluted net loss per share of common stock

Allocation of net loss

Basic and diluted net income per share of common stock

For the Nine Months Ended

August 31, 2022

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share of common stock

Basic and diluted net income per share of common stock

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

14 unchanged sentences

tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August

31, 2022 and November 30, 2021.

2 unchanged sentences

The Company is subject to income tax examinations by major taxing authorities since

Company’s deferred tax assets were deemed to be de minimis as of May 31, 2022 and November 30, 2021.

Company’s deferred tax assets were deemed to be de minimis as of August 31, 2022 and November 30, 2021.

Concentration

82 unchanged sentences

earlier of (i) May 8, 2022, or (ii) the consummation of the Initial Public Offering.

As of May 31, 2022 and November 30, 2021, there

As of August 31, 2022 and November 30, 2021, there

was no amount outstanding under the Promissory Note.

3 unchanged sentences

and are non-interest bearing.

During the six months ended May 31, 2022, the Sponsor paid a total of $ 75,000 of offering and operating

During the nine months ended August 31, 2022, the Sponsor paid a total of $ 75,000 of offering and operating

costs on behalf of the Company.

During the six months ended May 31, 2022, the Company repaid the outstanding balance of $ 211,153 .

of May 31, 2022 and November 30, 2021, $ 0 and $ 75,000 was due to the related party, respectively.

During the nine months ended August 31, 2022, the Company repaid the outstanding balance of $ 211,153 .

As of August 31, 2022 and November 30, 2021, $ 0 and $ 75,000 was due to the related party, respectively.

and Administrative Services

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000

per month for office space, utilities and secretarial

and administrative support for up to 24 months.

Upon completion of the Initial Business Combination or the Company’s liquidation,

the Company will cease paying these monthly fees.

During the three and six months ended May 31, 2022, the Company recorded a charge of

respectively, to the statement of operations pursuant

to the agreement.

on the date the Units are first listed on the Nasdaq, the Company has agreed to pay the Sponsor a total of $ 10,000 per month for office

space, utilities and secretarial and administrative support for up to 24 months.

Upon completion of the Initial Business Combination

or the Company’s liquidation, the Company will cease paying these monthly fees.

During the three and nine months ended August 31,

2022, the Company recorded a charge of $ 30,000 and $ 70,000 , respectively, to the statement of operations pursuant to the agreement.

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

8 unchanged sentences

the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of May 31, 2022

As of August 31,

2022 and November 30, 2021, there were no amounts outstanding under the Working Capital Loans.

from sponsor was $ 6,500 and $ 0 at August 31, 2022 and November 30, 2021 and represents expenses paid by the Company on behalf of

6 — COMMITMENTS AND CONTINGENCIES

25 unchanged sentences

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

of May 31, 2022 and November 30, 2021, there were no shares of preferred stock issued or outstanding.

of August 31, 2022 and November 30, 2021, there were no shares of preferred stock issued or outstanding.

A Common Stock — The Company is authorized to issue 50,000,000 shares of Class A common stock with a par value of $ 0.0001

Holders of Class A common stock are entitled to one vote for each share.

As of May 31, 2022 and November 30, 2021, there were

473,750 and 0 shares of Class A common stock issued and outstanding, respectively, (excluding 8,625,000 shares of the Class A Common

As of August 31, 2022 and November 30, 2021, there

were 473,750 and 0 shares of Class A common stock issued and outstanding, respectively, (excluding 8,625,000 shares of the Class A Common

Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

B Common Stock — The Company is authorized to issue 5,000,000

shares of Class B common stock with a par value of $ 0.0001

B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $ 0.0001

Holders of Class B common stock are entitled to one vote for each share.

As of May 31, 2022 and November 30, 2021, there

As of August 31, 2022 and November 30, 2021, there

were 2,156,250 shares of Class B common stock issued and outstanding.

74 unchanged sentences

be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

8 — SUBSEQUENT EVENT

September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,

HWH International Inc., a Nevada corporation (“HWH”) and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary

of the Company (“Merger Sub”).

The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.”

Pursuant to the Merger Agreement, a business combination between the Company and HWH will be effected through the merger of Merger Sub

with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

Upon the closing

of the Merger (the “Closing”), it is anticipated that the Company will change its name to “HWH International Inc.”

The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined

in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and

related transactions by the stockholders of the Company.

is owned and controlled by certain member officers and directors of the Company and its sponsor.

The Merger is expected to be consummated

in the fourth quarter of 2022, following the receipt of the required approval by the stockholders of the Company and the shareholder

of HWH and the satisfaction of certain other customary closing conditions.

total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the HWH shareholders will be $ 125,000,000 ,

and will be payable in shares of Class A common stock, par value $ 0.0001 per share, of the Company (“Company Common Stock”).

The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be 12,500,000 , with

each share being valued at $ 10.00 .

All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements