What changed in this filing

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Item 1. Financial Statements

2023-07-17 compared with 2023-04-14 · 150 added, 69 removed, 617 unchanged (26% of the section changed)

9 unchanged sentences

Accounts payable and accrued expenses

Extension Loan – Related Party

Advances from related party

Total current liabilities

4 unchanged sentences

Class A common stock subject to possible redemption;

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

1,976,036 and 8,625,000 shares (at approximately $ 10.16 and $ 10.20 per share) as of May 31, 2023 and November 30, 2022

Stockholders’ deficit:

4 unchanged sentences

50,000,000 shares authorized;

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

473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption) as of May 31, 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 February 28, 2023 and November 30, 2022

2,156,250 shares issued and outstanding as of May 31, 2023 and November 30, 2022

Common stock, value

11 unchanged sentences

For the Three

February 28, 2023

For the Three

February 28, 2022

Administration fee - related party

General and administrative

Franchise Tax

TOTAL EXPENSES

9 unchanged sentences

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

ALSET CAPITAL ACQUISITION CORP.

OF OPERATIONS

Administration fee - related party

General and administrative

Franchise Tax

TOTAL EXPENSES

Investment income earned on cash and marketable securities held in Trust Account

TOTAL OTHER INCOME

Pre-tax income (loss)

Income tax expense

Net income (loss)

$ ( 107,482 )

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

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

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

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

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

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

CAPITAL ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

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

THE SIX MONTHS ENDED MAY 31, 2023 AND MAY 31, 2022

Balance at November 30, 2022

2 unchanged sentences

Remeasurement of Class A common stock to redemption value

Balance at February 28, 2023

$ ( 2,130,626 )

$ ( 2,130,363 )

Extension Loan

Balance at May 31, 2023

$ ( 1,568,887 )

1 unchanged sentence

Balance at November 30, 2021

Beginning balance

Issuance of Shares at Initial Public Offering

12 unchanged sentences

( 1,319,361 )

Net income (loss)

Balance at February 28, 2022

Balance at May 31, 2022

$ ( 1,431,843 )

$ ( 1,431,580 )

Ending balance

$ ( 1,431,843 )

3 unchanged sentences

OF CASH FLOWS

For the Three

February 28, 2023

For the Three

February 28, 2022

Cash Flows from Operating Activities:

Net income (loss)

$ ( 107,482 )

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

Investment income earned on cash and marketable securities held in Trust Account

( 1,675,858 )

Formation and organization costs paid by related parties

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

Accounts payable and accrued expenses

Net Cash (Provided By) Used in Operating Activities

Net Cash Used in Operating Activities

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account for taxes

Cash withdrawn form Trust Account for redemptions

Cash deposited into Trust Account

( 87,112,500 )

Net Cash Used in Investing Activities

Net Cash Provided By (Used in) Investing Activities

( 87,112,500 )

1 unchanged sentence

Proceeds from sale of Units in Public Offering, net of underwriting fee

Repayment of Class A Common Stock

( 68,351,348 )

Proceeds from sale of Private Placement Units

Proceeds from repayment of Due from Sponsor

Proceeds from extension loan

Proceeds from related party advances

Repayment of related party advances

Payment of offering costs

Net Cash Provided by Financing Activities

Net Cash Provided by (Used in) Financing Activities

( 68,237,654 )

Net change in cash

6 unchanged sentences

Remeasurement of Class A Common Stock subject to redemption

Extension funds attributable to 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 February 28, 2023, the Company has not commenced any operations.

of May 31, 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

May 31, 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.

15 unchanged sentences

related transactions by the stockholders of the Company.

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

HWH is wholly–owned by Alset International Limited, a public company

listed on the Singapore Exchange Securities Trading Limited.

Alset International Limited is majority-owned and controlled by certain officers

and directors of the Company and its sponsor.

The Company’s sponsor is owned by Alset International Limited and Alset Inc.;

is the majority stockholder of Alset International Limited, and Chan Heng Fai, the Company’s Chairman and Chief Executive Officer

is also the majority stockholder, Chairman and Chief Executive Officer of Alset Inc., and the Chairman and Chief Executive Officer of

HWH and Alset International Limited.

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.

in the second 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.

The Special Meeting of the stockholders of the Company to approve this transaction has been scheduled for July 25,

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

99 unchanged sentences

the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

the Company has not completed a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we

have filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the

consummation of Initial Public Offering but have not completed the initial Business Combination within such 12-month period, or up to

The Company’s Amended and Restated Certificate of Incorporation of

February 2, 2022 provided that if the Company had not completed a Business Combination within 12 months from the closing of Initial Public Offering (or 15 months if we

had filed a proxy statement, registration statement or similar filing for an initial Business Combination within 12 months from the

consummation of Initial Public Offering but had not completed the initial Business Combination within such 12-month period, or up to

21 months if we extend the period of time to consummate a Business Combination, at the election of the Company by two separate three

38 unchanged sentences

Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington

Trust, National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31,

2022 and on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement

and Amended and Restated Certificate of Incorporation are now amended, in part, so that the Company’s ability to complete a

business combination may be extended in additional increments of one month up to a total of twenty-one (21) additional months from

the closing date of the Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds

remaining in the trust account following any redemptions in connection with the approval of the amendment to the Company’s

Amended and Restated Certificate of Incorporation.

Additionally,

the Sponsor has funded the first 30-day extension payment, which has been received by Wilmington Trust on May 3, 2023.

connection with the Special Meeting on May 1, 2023, Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $ 68.4

million held in the Trust Account.

During the six months ended May 31, 2023, the Company withdrew $ 815,934

from the Trust account.

$ 530,810 of these funds were used to pay income and franchise taxes.

$ 285,124 remain in the Company’s bank

account for future taxes and dissolution expenses.

Concern and Management’s Plan

39 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 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.

a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of May 31, 2023 and its results

of operations and cash flows for the three and six months ended May 31, 2023.

The results of operations for the three and six months

ended May 31, 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 $ 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.

The Company had cash of $ 1,219,809 and $ 1,172,581 as of May 31, 2023 and November 30, 2022, respectively.

The Company had no cash equivalents

as of May 31, 2023 and November 30, 2022.

held in 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.

May 31, 2023 and November 30, 2022, the Company had approximately $ 20.7 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 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.

Accordingly, at May 31, 2023 and November 30, 2022, the Class A common

stock subject to possible redemption in the amount of $ 20,075,127 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

7 unchanged sentences

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:

following tables 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

February 28, 2023

Basic and diluted net income per share of common stock

3 unchanged sentences

For the Three Months Ended

February 28, 2022

Basic and diluted net loss per share of common stock

Allocation of net loss

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 income per share of common stock

2 unchanged sentences

Basic and diluted net income 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 weighted average shares outstanding

Basic and diluted net loss 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 February

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

31, 2023 and November 30, 2022.

2 unchanged sentences

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

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.

Company’s effective tax rate was 28 % and 26 % for the three and six months ended May 31, 2023, respectively.

The Company’s

effective tax rate was 0 % and 0 % for the three and six months ended May 31, 2022, respectively.

The effective tax rate differs from the

statutory tax rate for the three and six months ended May 31, 2023, due to changes in the valuation allowance on the deferred tax assets.

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

78 unchanged sentences

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

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

As of May 31, 2023 and November 30, 2022, there

was no amount outstanding under the Promissory Note.

6 unchanged sentences

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.

May 31, 2023 and November 30, 2022, $ 33,475 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 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.

During the three and six months ended May 31, 2023,

the Company recorded a charge of $ 30,000 and $ 60,000 , respectively, to the statement of operations pursuant to the agreement.

the three and six months ended May 31, 2022, the Company recorded a charge of $ 30,000 and $ 40,000 , respectively, to the statement of

operations pursuant to the agreement.

Working Capit al

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

3 unchanged sentences

The notes may be repaid upon completion of

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of the notes may be converted upon completion

of a Business Combination into units at a price of $ 10.00 per unit.

Such units would be identical to the Private Placement Units.

the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay

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

As of February

28, 2023 and November 30, 2022, there were no amounts outstanding under the Working Capital Loans.

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.

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000

of the notes may be converted upon completion

of a Business Combination into units at a price of $ 10.00

Such units would be identical to the Private Placement

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account

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

May 31, 2023 and November 30, 2022, there were no amounts outstanding under the Working Capital Loans.

May 1, 2023, the Company amended the Investment Management Trust Agreement (the “Trust Agreement”) with Wilmington

Trust, National Association, a national banking association (“Wilmington Trust”), which was entered into on January 31,

2022 and on May 2, 2023 the Company filed an Amendment to the Amended and Restated Certificate of Incorporation.

The Trust Agreement

and Amended and Restated Certificate of Incorporation are now amended, in part, so that the Company’s ability to complete a

business combination may be extended in additional increments of one month up to a total of twenty-one (21) additional months from

the closing date of the Offering, subject to the payment into the trust account by the Company of one-third of 1% of the funds

remaining in the trust account following any redemptions in connection with the approval of the amendment to the Company’s

Amended and Restated Certificate of Incorporation.

The Sponsor has funded the first 30-day extension payment on May 3, 2023.

Sponsor is entitled to the repayment of these extension payments, without interest.

If the Company completes its initial Business

Combination, it will, at the option of the Sponsor, repay the extension payments out of the proceeds of the Trust Account released

to it or issue securities of the Company in lieu of repayment.

As of May 31, 2023 and November 30, 2022 there was $ 67,219

and $ 0 outstanding

under extension loan.

from sponsor was $ 0 and $ 13,000 at May 31, 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 February 28, 2023 and November 30, 2022, there were no shares of preferred stock issued or outstanding.

of May 31, 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 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).

As of May 31, 2023 and November 30, 2022, there were

473,750 shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000 , respectively, 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 February 28, 2023 and November 30, 2022, there

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

As of May 31, 2023 and November 30, 2022, there were

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

holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination.

75 unchanged sentences

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.

for the three and six months ended May 31, 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