What changed in this filing

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Item 1. Financial Statements

2023-04-14 compared with 2022-10-07 · 130 added, 119 removed, 556 unchanged (31% of the section changed)

2 unchanged sentences

Current assets:

Prepaid expenses

Due from Sponsor

Deferred offering costs

Other current assets

1 unchanged sentence

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Accrued offering costs

Advances from related parties

Total current liabilities

4 unchanged sentences

Class A common stock subject to possible redemption;

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:

8,625,000 shares (at approximately $ 10.27 and $ 10.20 per share) as of February 28, 2023 and November 30, 2022

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

3 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 August 31, 2022 and November 30, 2021, respectively

473,750 issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of February 28, 2023 and November 30, 2022

Class B common stock, $ 0.0001 par value;

5,000,000 shares authorized;

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

2,156,250 shares issued and outstanding as of February 28, 2023 and November 30, 2022

Common stock value

2 unchanged sentences

( 2,130,626 )

Total stockholders’ (deficit) equity

( 2,032,532 )

Total liabilities and stockholders’ (deficit) equity

Total stockholders’ deficit

( 2,130,363 )

( 2,032,269 )

Total liabilities and stockholders’ deficit

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

2 unchanged sentences

For the Three

August 31, 2022

February 28, 2023

For the Three

February 28, 2022

Administration fee - related party

3 unchanged sentences

TOTAL OTHER INCOME

Pre-tax income (loss)

Income tax expense

Net income (loss)

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

Basic and diluted net loss per share of Class A common stock

Basic and diluted net income (loss) per share of Class A common stock

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

Basic and diluted net loss per share of Class B common stock

Basic and diluted net income (loss) per share of Class B common stock

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

1 unchanged sentence

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

THE THREE MONTHS ENDED FEBRUARY 28, 2023 AND FOR THE THREE MONTHS ENDED

Balance at November 30, 2022

$ ( 2,032,532 )

$ ( 2,032,269 )

of Private Placement Units

Underwriter’s

fees and other issuance costs

Remeasurement of Class A common stock to redemption value

Balance at February 28, 2023

$ ( 2,130,626 )

$ ( 2,130,363 )

Remeasurement

of Class A common stock to redemption value

$ ( 2,130,626 )

$ ( 2,130,363 )

Balance at November 30, 2021

Issuance of Shares at Initial Public Offering

Deferred underwriting compensation

( 3,018,750 )

A Common Stock Measurement Adjustment

( 3,018,750 )

Sale of Private Placement Units

Underwriter’s fees and other issuance costs

( 2,200,348 )

at February 28, 2022 (unaudited)

( 2,200,348 )

Remeasurement of Class A common stock to redemption value

( 8,625,000 )

at May 31, 2022 (unaudited)

( 87,111,637 )

( 87,112,500 )

income (loss)

Remeasurement

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

at August 31, 2022 (unaudited)

Class A Common Stock Measurement Adjustment

( 1,319,361 )

Net income (loss)

Balance at February 28, 2022

$ ( 1,369,871 )

$ ( 1,369,608 )

$ ( 1,369,871 )

$ ( 1,369,608 )

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

1 unchanged sentence

OF CASH FLOWS

August 31, 2022

For the Three

February 28, 2023

For the Three

February 28, 2022

Cash Flows from Operating Activities:

Net income (loss)

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

5 unchanged sentences

Accounts payable and accrued expenses

Net Cash Used in Operating Activities

Net Cash (Provided By) Used in Operating Activities

Cash Flows from Investing Activities:

Due from Sponsor

Cash deposited into Trust Account

5 unchanged sentences

Proceeds from sale of Private Placement Units

Proceeds from repayment of Due from Sponsor

Repayment of related party advances

8 unchanged sentences

Initial classification of Class A Common Stock subject to redemption

Remeasurement of Class A Common Stock subject to redemption

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

11 unchanged sentences

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

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.

of February 28, 2023, the Company has not commenced any operations.

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

February 28, 2023 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.

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 first half of 2023, 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

registration statement for the Company’s Initial Public Offering was declared effective on January 31, 2022.

84 unchanged sentences

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder

tender offer rules, the Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

52 unchanged sentences

Company expects to incur significant costs in pursuit of its acquisition plans and will not generate any operating revenues until after

the completion of its initial business combination.

In addition, the Company expects to have negative cash flows from operations as it

pursues an initial business combination target.

In connection with the Company’s assessment of going concern considerations in

accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

the completion of its initial business combination, at the earliest.

In addition, the Company expects to have negative cash flows from

operations as it pursues an initial business combination target.

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s

Ability to Continue as a Going Concern” the Company does not currently have adequate liquidity to sustain operations, which consist

31 unchanged sentences

of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying unaudited financial statements

should be read in conjunction with the Company’s Current Report on Form 8-K, as filed with the SEC on February 9, 2022.

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 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.

a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of February 28, 2023 and its

results of operations and cash flows for the three months ended February 28, 2023.

The results of operations for the three months ended

February 28, 2023 are not necessarily indicative of the results to be expected for the full fiscal year ending November 30, 2023.

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

The Company had no cash equivalents

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

The Company had cash of $ 850,175 and $ 1,172,581 as of February 28, 2023 and November 30, 2022, respectively.

The Company had no cash

equivalents as of February 28, 2023 and November 30, 2022.

held in Trust Account

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

February 28, 2023 and November 30, 2022, the Company had approximately $ 89.0 million and $ 88.1 million, respectively, 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 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.

Accordingly, at February 28, 2023 and November 30, 2022, the Class

A common stock subject to possible redemption in the amount of $ 88,593,193 and $ 87,934,212 , respectively, are presented as temporary

equity, outside of the stockholders’ equity section of the Company’s balance sheets.

income (loss) per share

income (loss) per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during

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 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 income per common share (in U.S.

dollars, except per share amounts):

OF BASIC AND DILUTED NET LOSS PER COMMON SHARE

Earnings and losses are shared pro rata between

the two classes of shares.

The calculation of diluted income (loss) 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.

As a 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 income (loss) per common share:

OF BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

For the Three Months Ended

August 31, 2022

February 28, 2023

Basic and diluted net income per share of common stock

2 unchanged sentences

Basic and diluted net income per share of common stock

For the Nine Months Ended

August 31, 2022

For the Three Months Ended

February 28, 2022

Basic and diluted net income per share of common stock

18 unchanged sentences

tax benefits as income tax expense.

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

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

28, 2023 and November 30, 2022.

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 August 31, 2022 and November 30, 2021.

Company’s effective tax rate was 23.8 % and 0.0 % for the three months ended February 28, 2023 and 2022, respectively.

The effective

tax rate differs from the statutory tax rate for the three months ended February 28, 2022, due to changes in the valuation allowance

on the deferred tax assets.

Inflation Reduction Act (“IR Act”) was enacted on August 16, 2022.

The IR Act includes provisions imposing a 1 % excise tax

on share repurchases that occur after December 31, 2022 and introduces a 15 % corporate alternative minimum tax (“CAMT”) on

adjusted financial statement income.

The CAMT will be effective for us beginning in fiscal 2024.

We currently are not expecting the IR

Act to have a material adverse impact to our financial statements.

Concentration

17 unchanged sentences

Accounting Standards

August 2020, the FASB issued Accounting Standards Update (“ASU”) No.

2020-06, “ Debt — Debt with Conversion

and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40):

for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which simplifies accounting

for convertible instruments by removing major separation models required under current US GAAP.

The ASU also removes certain settlement

conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted

earnings per share calculation in certain areas.

The Company adopted ASU 2020-06 from the Company’s inception.

Adoption of the

ASU did not impact the Company’s financial position, results of operations or cash flows.

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

52 unchanged sentences

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

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

As of February 28, 2023 and November 30, 2022, there

was no amount outstanding under the Promissory Note.

3 unchanged sentences

and are non-interest bearing.

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

During the year ended November 30, 2022, the Sponsor paid a total of $ 75,000 of offering and operating

costs on behalf of the Company.

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.

During the year ended November 30, 2022, the Company repaid the outstanding balance of $ 211,153 .

February 28, 2023 and November 30, 2022, $ 0 and $ 0 was due to the related party, respectively.

and Administrative Services

3 unchanged sentences

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.

During the three months ended February 28, 2023

and 2022, the Company recorded a charge of $ 30,000 and $ 10,000 , 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 August 31,

As of February

28, 2023 and November 30, 2022, 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

from sponsor was $ 0 and $ 13,000 at February 28, 2023 and November 30, 2022, respectively and represents expenses paid by the Company

on behalf of the Sponsor.

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

of February 28, 2023 and November 30, 2022, 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 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).

As of February 28, 2023 and November 30, 2022, there

were 473,750 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

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

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

As of February 28, 2023 and November 30, 2022, there

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

75 unchanged sentences

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

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the filing date of our Form 10-Q

for the three months ended February 28, 2023.

Based upon this review, the Company did not identify any subsequent events that would have

required adjustment or disclosure in the financial statements.

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