What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-10-16 compared with 2023-07-17 · 145 added, 144 removed, 623 unchanged (32% of the section changed)

10 unchanged sentences

Extension Loan – Related Party

Advances from related party

Total current liabilities

1 unchanged sentence

Total liabilities

Commitments and contingencies (Note 6):

Temporary equity:

Class A common stock subject to possible redemption;

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

1,976,036 and 8,625,000 shares (at approximately $ 10.32 and $ 10.20 per share) as of August 31, 2023 and November 30, 2022

Stockholders’ deficit:

4 unchanged sentences

50,000,000 shares authorized;

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

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

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

Common stock, value

12 unchanged sentences

For the Three

August 31, 2023

August 31, 2022

Administration fee - related party

7 unchanged sentences

Net income (loss)

$ ( 176,025 )

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

3 unchanged sentences

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

ALSET CAPITAL ACQUISITION CORP.

CAPITAL ACQUISITION CORP.

OF OPERATIONS

August 31, 2023

August 31, 2022

Administration fee - related party

4 unchanged sentences

TOTAL OTHER INCOME

Pre-tax income (loss)

Pre-tax income

Income tax expense

Net income (loss)

$ ( 107,482 )

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

1 unchanged sentence

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.

1 unchanged sentence

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

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

THE NINE MONTHS ENDED AUGUST 31, 2023 AND AUGUST 31, 2022

Balance at November 30, 2022

3 unchanged sentences

Extension Loan

Balance at May 31, 2023

Balance at August 31, 2023

$ ( 2,052,750 )

1 unchanged sentence

Balance at November 30, 2021

Beginning balance

Beginning balance, value

Issuance of Shares at Initial Public Offering

12 unchanged sentences

( 1,319,361 )

Balance at May 31, 2022

( 1,476,160 )

Balance at August 31, 2022

$ ( 1,466,510 )

$ ( 1,466,247 )

Ending balance

4 unchanged sentences

OF CASH FLOWS

August 31, 2023

August 31, 2022

Cash Flows from Operating Activities:

Net income (loss)

$ ( 107,482 )

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

3 unchanged sentences

Changes in operating assets and liabilities:

Prepaid expenses

Other current assets

1 unchanged sentence

Net Cash Used in Operating Activities

( 1,288,972 )

Cash Flows from Investing Activities:

Cash withdrawn from Trust Account for taxes

Cash withdrawn form Trust Account for redemptions

Due from Sponsor

Cash withdrawn from Trust Account for redemptions

Cash deposited into Trust Account

7 unchanged sentences

Proceeds from sale of Private Placement Units

Proceeds from repayment of Due from Sponsor

Due from Sponsor

Proceeds from extension loan

9 unchanged sentences

Deferred underwriters’ commissions charged to temporary equity in connection with the Initial Public Offering

Class A Common Stock measurement adjustment

Initial classification of Class A Common Stock subject to redemption

14 unchanged sentences

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

of May 31, 2023, the Company has not commenced any operations.

of August 31, 2023, the Company has not commenced any operations.

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

May 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which

August 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.

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 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,

is wholly–owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited.

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 fourth quarter of 2023, following the receipt of the required approval by the shareholder of HWH and the satisfaction

of certain other customary closing conditions.

This transaction was approved by the stockholders of the Company at the Special Meeting

of stockholders held on August 1, 2023.

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

68 unchanged sentences

an agreement relating to the Company’s Business Combination.

Company will not redeem Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 (so that it does

not then become subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which

may be contained in the agreement relating to the Business Combination.

If the Company seeks stockholder approval of the Business Combination,

the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business

Combination, or such other vote as required by law or stock exchange rule.

If a stockholder vote is not required by applicable law or

stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company

will, pursuant to its second amended and restated certificate of incorporation (the “Certificate of Incorporation”), conduct

the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission and file tender offer documents with

the SEC prior to completing a Business Combination.

If, however, stockholder approval of the transaction is required by applicable law

or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company

will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer

If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder

Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective

of whether they vote for or against the proposed transaction.

the Company seeks stockholder approval of the Business Combination, the Company will proceed with a Business Combination if a majority

of the outstanding shares voted are voted in favor of the Business Combination, or such other vote as required by law or stock exchange

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide

to hold a stockholder vote for business or other reasons, the Company will, pursuant to its second amended and restated certificate of

incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

Securities and Exchange Commission and file tender offer documents with the SEC prior to completing a Business Combination.

stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides

to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation

pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with

a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during

or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to

redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

10 unchanged sentences

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

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

month extensions, subject to satisfaction of certain conditions, including the deposit of up to $ 862,500 ($ 0.10 per unit in either case)

for each three month extension, into the trust account, or as extended by the Company’s stockholders in accordance with our amended

and restated certificate of incorporation), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly

as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account

and not previously released to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then

outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the

right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,

subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of

other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which

will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

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 month extensions, subject to satisfaction

of certain conditions, including the deposit of up to $ 862,500 ($ 0.10 per unit in either case) for each three month extension, into the

trust account, or as extended by the Company’s stockholders in accordance with our amended and restated certificate of incorporation),

the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more

than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then

on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay

taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption

will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions,

if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining

stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations

under Delaware law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights

or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete

a Business Combination within the Combination Period.

holders of the Founders Shares have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails

24 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.

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.

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.

the nine months ended August 31, 2023, the Company withdrew $ 919,547 from the Trust account.

$ 616,490 of these funds were used to pay

income and franchise taxes.

$ 303,057 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 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.

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

results of operations and cash flows for the three and nine months ended August 31, 2023.

The results of operations for the

three and nine months ended August 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 $ 1,219,809 and $ 1,172,581 as of May 31, 2023 and November 30, 2022, respectively.

The Company had cash of $ 812,293 and $ 1,172,581 as of August 31, 2023 and November 30, 2022, respectively.

The Company had no cash equivalents

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

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

held in 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.

August 31, 2023 and November 30, 2022, the Company had approximately $ 21.0 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 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.

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

common stock subject to possible redemption in the amount of $ 20,382,965 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

8 unchanged sentences

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

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

For the Three Months Ended

August 31, 2023

Basic and diluted net income per share of common stock

3 unchanged sentences

For the Three Months Ended

August 31, 2022

Basic and diluted net loss per share of common stock

2 unchanged sentences

Basic and diluted net loss per share of common stock

For the Six Months Ended

For the Nine Months Ended

August 31, 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 Six Months Ended

For the Nine Months Ended

August 31, 2022

Basic and diluted net loss 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 May

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

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 28 % and 26 % for the three and six months ended May 31, 2023, respectively.

Company’s effective tax rate was 34 % and ( 32 )% for the three and nine months ended August 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.

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

The effective tax rate differs from

the statutory tax rate for the three and nine months ended August 31, 2023, due to changes in the valuation allowance on the deferred

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 May 31, 2023 and November 30, 2022, there

As of August 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 .

May 31, 2023 and November 30, 2022, $ 33,475 and $ 0 was due to the related party, respectively.

August 31, 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 six months ended May 31, 2023,

During the three and nine months ended August 31,

2023, the Company recorded a charge of $ 30,000 and $ 90,000 , 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

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.

Capital Loans

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

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.

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 August 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.

The Sponsor has also made subsequent extension

payments on June 5 th and July 6 th of $ 68,928 and $ 69,158 , respectively.

The 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 August 31, 2023 and November 30, 2022 there was $ 205,305 and $ 0 outstanding under the extension loan.

from sponsor was $ 3,863 and $ 13,000 at August 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 May 31, 2023 and November 30, 2022, there were no shares of preferred stock issued or outstanding.

of August 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 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

As of August 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).

1 unchanged sentence

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

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

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

As of August 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 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.

for the three and nine months ended August 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