What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-02-28 compared with 2023-02-24 · 210 added, 192 removed, 75 unchanged (84% of the section changed)

Capital Acquisition Corp.

(the “Company”) was incorporated in Delaware on October 20, 2021.

The Company was formed for the

purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for

purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company

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

of November 30, 2022, the Company has not commenced any operations.

HWH International Inc.

(the “Company”) was incorporated in

Delaware on October 20, 2021 under the name Alset Capital Acquisition Corp.

The Company was formed for the purpose of effecting a merger,

capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”).

The Company consummated the Business Combination on January 9, 2024 and changed its name from

“Alset Capital Acquisition Corp.” to “HWH International Inc.” The Company is an early stage and emerging growth

company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

of November 30, 2023, the Company had not commenced any operations.

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

1 unchanged sentence

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.

The Company did not generate any operating revenues prior to

the completion of its initial Business Combination.

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

proceeds derived from the Initial Public Offering.

The Company initially selected November 30 as its fiscal year end, although subsequent

to the period covered by this report, the Company changed its fiscal year end to December 31st.

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

HWH International Inc., a Nevada corporation (the “Target”) 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 the Target was effected through the

merger of Merger Sub with and into HWH Nevada, with the Target surviving the merger as a wholly owned subsidiary of the Company (the

Upon the closing of the Merger (the “Closing”), the Company changed its name to “HWH International

Inc.” The board of directors of the Company (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.

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

The Merger was consummated following

the receipt of the required approval by the stockholders of the Company and the shareholders of the Target and the satisfaction of certain

other customary closing conditions.

total consideration to be paid at Closing (the “Merger Consideration”) by the Company to the Target’s shareholders

was $125,000,000, and was payable in shares of the common stock, par value $0.0001 per share, of the Company (“Company Common Stock”).

The number of shares of the Company Common Stock paid to the shareholders of the Target as Merger Consideration was 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

There can be no assurance that the Merger will be consummated.

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

3 unchanged sentences

the full exercise of the underwriters’ option to purchase an additional 1,125,000 Units generating additional gross proceeds to

the Company of $11,250,000, which is described in Note 3 of the Notes to the audited Financial Statements for Fiscal Year ended November 30, 2022.

the Company of $11,250,000, which is described in Note 3 of the Notes to the audited Consolidated Financial Statements for Fiscal Year

ended November 30, 2023.

Simultaneously

2 unchanged sentences

generating gross proceeds to the Company in the amount of $4,737,500.

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied toward consummating

Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of Private Placement Units, although substantially all of the net proceeds were intended to be applied toward consummating

a Business Combination.

There is no assurance that the Company will be able to complete a Business Combination successfully.

must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal

to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes

payable on the interest earned on the Trust Account).

The Company will only complete a Business Combination if the post-transaction company

owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended

(the “Investment Company Act”).

Upon the closing of the Initial Public Offering, management has agreed that an amount equal

to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private Placement Units, will be held in

a trust account (“Trust Account”), located in the United States and invested only in U.S.

government securities, within the

meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment

company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment

Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution

of the funds held in the Trust Account, as described below.

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

The Company was required to complete one or more initial Business Combinations with one or more operating businesses

or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the

deferred underwriting commissions and taxes payable on the interest earned on the Trust Account).

The Company would only complete a Business

Combination if the post-transaction company would own or acquire 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under

the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Upon the closing of the Initial Public Offering,

management agreed that an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private

Placement Units, would be held in a trust account (“Trust Account”), located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or

less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions

of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination

and (ii) the distribution of the funds held in the Trust Account, as described below.

Company provided the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination

or (ii) by means of a tender offer in connection with the Business Combination.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption will be recorded at a

redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting

Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there is a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

The decision as to whether the Company would seek stockholder

approval of a Business Combination or conduct a tender offer was be made by the Company.

The Public Stockholders were entitled to redeem

their Public Shares for a pro rata portion of the amount then in the Trust Account.

There were no redemption rights upon the completion of a

Business Combination with respect to the Company’s warrants.

The Public Shares subject to redemption were recorded at a redemption

value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting Standards

Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .”

of the Public Shares contained a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, if there was a stockholder vote or tender offer in connection with the Company’s Business Combination and in connection

with certain amendments to the Company’s Certificate of Incorporation.

4 unchanged sentences

of permanent equity.

Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial

Given that the Public Shares were issued with other freestanding instruments (i.e., public warrants), the initial

carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC

The Class A common stock is subject to ASC 480-10-S99.

If it is probable that the equity instrument will become redeemable, we

have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that

The Class A common stock was subject to ASC 480-10-S99.

If it was probable that the equity instrument would become redeemable,

we had the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that

it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize

changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value

at the end of each reporting period.

changes in the redemption value immediately as they occurred and adjust the carrying amount of the instrument to equal the redemption

value at the end of each reporting period.

We have elected to recognize the changes immediately.

The accretion or remeasurement will be treated

The accretion or remeasurement was treated

as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place.

of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to

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

Shares were redeemable and were classified as such on the balance sheet until such date that a redemption event was to take place.

of the Company’s Public Shares may have been subject to the satisfaction of conditions, including minimum cash conditions, pursuant

to an agreement relating to the Company’s Business Combination.

Company did 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 proceeded with a Business Combination since a majority

of the outstanding shares voted were voted in favor of the Business Combination.

Because stockholder approval of the transaction was

required by applicable law or stock exchange listing requirements, the Company offered to redeem shares in conjunction with a proxy solicitation

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

When the Company sought stockholder approval in connection with

the Business Combination, the Sponsor 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 has the opportunity

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

Notwithstanding

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 provides that a Public Stockholder, together with any affiliate of such stockholder

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

tender offer rules, the Certificate of Incorporation provided 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

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more

Exchange Act of 1934, as amended (the “Exchange Act”)), would be restricted from redeeming its shares with respect to more

than an aggregate of 15% of the Public Shares, without the prior consent of the Company.

holders of the Founder Shares have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held

by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation

holders of the Founder Shares agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by

them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Certificate of Incorporation

(i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination

1 unchanged sentence

below) or (ii) with respect to any other provision relating to stockholders’ rights or pre-business combination activity, unless

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 the 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 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.

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

the Company had not completed a Business Combination within 12 months from the closing of the 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 extended 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 would have (i) ceased all operations except for the purpose of winding up, (ii)

as promptly as reasonably possible but not more than ten business days thereafter, redeemed 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 would 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, dissolved

and liquidated, 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 would have been no redemption rights or liquidating distributions with respect to the Company’s

warrants, which would have expired worthless if the Company had failed 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

27 unchanged sentences

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

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

solely of pursuing a Business Combination.

Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors,

or third parties.

The Company’s officers and directors and the Sponsor may, but are not obligated to (except as described above),

loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s

working capital needs.

Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier

of consummation of a Business Combination or the deadline to complete a Business Combination pursuant to the Company’s Amended

and Restated Certificate of Incorporation (unless otherwise amended by shareholders).

the Company expects to have sufficient access to additional sources of capital if necessary, there is no current commitment on the part

of any financing source to provide additional capital and no assurances can be provided that such additional capital will ultimately

be available.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period

of time within one year after the date that the financial statements are issued.

There is no assurance that the Company’s plans

to raise additional capital (to the extent ultimately necessary) or to consummate a Business Combination will be successful or successful

within the Combination Period.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

is customary for a special purpose acquisition company, if the Company is not able to consummate a Business Combination during the Combination

Period, it will cease all operations and redeem the Public Shares.

Management plans to continue its efforts to consummate a Business

Combination during the Combination Period.

and Uncertainties

is currently evaluating the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the economic

effects of the pandemic could have a negative effect on the Company’s financial position, results of its operations and/or search

for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The balance sheet

does not include any adjustments that might result from the outcome of this uncertainty.

the present time, the Company has no employees.

The Company has an agreement with Alset Management Group, Inc., pursuant to which, for

January 9, 2024, the Company consummated the business combination (the “Closing”) contemplated by the previously announced

Agreement and Plan of Merger, dated as of September 9, 2022 (the “Merger Agreement”).

The Company’s common stock commenced

trading on the Nasdaq Global Market LLC under the ticker symbol “HWH” on January 9, 2024, and the Company’s warrants

are expected to commence trading under the symbol “HWHW” at a later date.

Company has incurred continuing losses from its operations and has a working capital deficit of $134,421 as of November 30, 2023.

The Company has no operating income and incurs continuing operating expenses.

There are no assurances the Company will be able to raise

capital on acceptable terms or that cash flows generated from its operations will be sufficient to meet its current operating costs.

If the Company is unable to obtain sufficient amounts of additional capital, it may be required to reduce the scope of its business,

which could harm its financial condition and operating results.

conditions raise substantial doubt about the Company’s ability to continue ongoing operations.

These consolidated financial

statements do not include any adjustments that might result from the outcome of these uncertainties.

Business Overview

Since the Closing on January 9, 2024, we now own the Target company acquired

pursuant to the Merger Agreement (references to “we”, “us” and “our” herein include our newly acquired

Our newly acquired business started in Korea with a single-level membership marketing model with limited products for sale.

We registered the business on April 1, 2019, and we started selling memberships on July 1, 2019.

While we had been profitable and growing,

the COVID-19 Pandemic had a material adverse effect on such growth and profits.

Due to the decline in membership and revenue starting

in 2020, we reorganized our internal staff by adding a broader team in each of the United States, Hong Kong and Singapore with direct

selling and business development experience to head up and expand our operations across various geographies and revised our business plan

to a multi-level membership tier model in 2022, with more products and services to be made available to our members.

We created a new

corporate structure, with subsidiaries in the U.S., Hong Kong and Singapore, that would allow for quick geographical expansion and turned

our focus to the Hapi Café development.

We currently have 9,811 members, all in a single initial tier of membership.

These current

members have paid for their yearly membership to have founder member status.

This is a privileged class that will be able to enjoy continuous

membership benefits in time to come given that they have trusted the company and joined at an early stage.

Such benefits include the ability

to purchase new memberships, in the model described below, at a discount to be determined by HWH.

They will also continue to be able to

earn affiliate commissions as they sell our products in the marketplace and enjoy discounted rates when visiting Hapi Cafés until

further notice.

The total number of founding members was capped at 10,000.

The Company is in the midst of implementing the new membership

model described below (the “New Model”), that operates on a yearly subscription basis.

We intend to resume membership sales,

albeit under the New Model, in approximately 2nd quarter of 2024.

Members get exclusive discounts on HWH Marketplace products, priority invites to product launch events and other parties, and can earn

passive income when a member’s referral signs up for membership or makes an initial purchase through the HWH Marketplace products

through them.

segments include:

Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members.

is substantially in the development stage, as we have been in discussions regarding the import and export of these products internationally.

The various aspects of the HWH Marketplace will be launched in phases across the various regions, each with their own timeline, depending

on the completion of the establishment of the logistical aspects for implementation (i.e., payment gateway systems, business licenses,

banking set up, import licenses, managerial resources, etc.) This will be an on-going process as we expand our product and service offering

There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business

book and certain skincare products.

Cafés, which are, and will be, in-person, location-based social experiences, offer members the opportunity to build a

sense of community with like-minded customers who share a potential interest in our products.

The cafes expose our members to and educate

them about the products and services of our affiliates, providing us with the chance to significantly increase our membership base as

well as increase the amounts spent by our members on our affiliates’ products and services.

Each of our cafés is a “Hapi

Café.” We opened proof-of-concept Hapi Café locations in Seoul, the Republic of Korea and Singapore in May and July

2022, respectively, and plan to open additional Hapi Cafés as we beta test and further improve our business concept.

to grow our memberships as we grow the number of Hapi Cafés around the world.

Currently, Hapi Cafe branded outlets span across

Asia, including Singapore, Republic of China (Taiwan), Hong Kong, the People’s Republic of China, and South Korea, Hapi Cafe is positioned

to be an integral part of HWH’s business model.

As at the date of this filing, the Company is in the midst of closing the acquisition

of 2nd Hapi Café outlet in Seoul, the Republic of Korea.

Travel is in the planning stage as we are working with our affiliates to determine the market-by-market services.

Travel, we plan to offer exclusive access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts

Hapi Travel offers vacation packages, hotels, cruises, and other travel products exclusively for HWH members.

Wealth Builder is also in the planning stage as we are exploring the options of providing services to our members through financial

educational materials aimed at various types of investing opportunities.

We have been establishing Hapi Cafés as venues and destinations

that help build the credibility and reputation of the Company and its Hapi Wealth Builder business, which we intend to launch in 2024.

the COVID-19 Pandemic, we believe people are looking for in-person community.

By offering a social and business centric atmosphere

at our Hapi Cafés, we plan to leverage this deeply-rooted desire and build a membership organization, increase their

familiarity with and educate them about the products and services of our affiliates and how those products and services can help

them in their own individual pursuits of health, wealth and happiness.

strategy is to continuously grow our membership base, while displaying to our members the added benefits of the higher tiers of membership.

We will look to accomplish this by providing a comfortable in person setting of a Hapi Café for our customers in many more locations.

We also plan to continually expand our product offerings and the services our affiliate companies can provide in the belief that this

can serve to grow our membership base and have our members increasingly opt to avail themselves of membership options that offer them

larger discounts and other benefits on the products and services of our affiliates

Organizational Chart:

the present time, the Company has 19 employees.

The Company had an agreement with Alset Management Group, Inc., pursuant to which, for

a fee, Alset Management Group, Inc.

provides the Company with secretarial and administrative services.

of Recent Public Health Events

COVID-19 pandemic worldwide and resulting epidemic in the United States has resulted in a widespread health crisis that has adversely

affected the economy and financial markets, and the business of any potential target business with which we consummate a business combination

could be materially and adversely affected.

We may be unable to complete a business combination if continued concerns relating to COVID-19

restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services

providers are unavailable to negotiate and consummate a transaction in a timely manner.

The extent to which COVID-19 impacts our search

for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

If the disruptions

posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination,

or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

provided the Company with secretarial and administrative services.

This agreement expired at the

time of closing of Business Combination.

anticipate filing additional trademark applications as we expand into new areas of business.

6 unchanged sentences

to the Commission.

The Company maintains a website at https://www.alsetcapitalacquisition.com

where you may also access these materials free of charge.

We have included our website address as an inactive textual reference only

and the information contained in, and that can be accessed through, our website is not incorporated into and is not part of this report

on Form 10-K.

STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Annual Report on Form 10-K contains forward-looking statements regarding, among other things, our future operating results and financial

position, our business strategy, and other objectives for our future operations.

The words “anticipate,” “believe,”

“intend,” “expect,” “may,” “estimate,” “predict,” “project,”

“potential” and similar expression are intended to identify forward-looking statements, although not all forward-looking

statements contain these identifying words.

We have based these forward-looking statements largely on our current expectations and projections

about future events and financial trends that we believe may affect our business, financial condition and results of operations.

are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward-looking

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should

not place undue reliance on our forward-looking statements.

Actual results or events could differ materially from the plans, intentions

and expectations disclosed in the forward-looking statements we make.

Our forward-looking statements do not reflect the potential impact

of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this Report on Form 10-K

and the documents that we have filed as exhibits to this Report on Form 10-K completely and with the understanding that our actual future

results may be materially different from what we expect.

The forward-looking statements contained in this Report on Form 10-K are made

as of the date of this Report on Form 10-K, and we do not assume any obligation to update any forward-looking statements, whether as

a result of new information, future events or otherwise, except as required by applicable law.

Company maintains a website at https://www.hwhintl.com where you may also access these materials free of charge.

We have included our

website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website

is not incorporated into and is not part of this report on Form 10-K.

Risk Factors.

Not applicable to smaller reporting companies.

Unresolved Staff Comments.

applicable to smaller reporting companies.

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-K

Item 1. Business