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Item 7. Management’s Discussion and Analysis

2024-02-28 compared with 2023-02-24 · 140 added, 100 removed, 102 unchanged (70% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Form 10-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

For this purpose, any statements contained in this Form 10-K that are not statements of historical fact including, without

limitation, statements under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of

Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for

future operations, may be deemed to be forward-looking statements.

Without limiting the foregoing, words such as “may”,

“will”, “expect”, “believe”, “anticipate”, “estimate” or

“continue” or comparable terminology are intended to identify forward-looking statements.

These statements by their

nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many

of which are not within our control.

These factors include by are not limited to economic conditions generally and in the industries

in which we may participate;

competition within our chosen industry, including competition from much larger competitors;

this purpose, any statements contained in this Form 10-K that are not statements of historical fact including, without limitation, statements

under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the

Company’s financial position, business strategy and the plans and objectives of management for future operations, may be deemed

to be forward-looking statements.

Without limiting the foregoing, words such as “may”, “will”, “expect”,

“believe”, “anticipate”, “estimate” or “continue” or comparable terminology are intended

to identify forward-looking statements.

These statements by their nature involve substantial risks and uncertainties, and actual results

may differ materially depending on a variety of factors, many of which are not within our control.

These factors include by are not limited

to economic conditions generally and in the industries in which we may participate;

competition within our chosen industry, including

competition from much larger competitors;

technological advances and failure to successfully develop business relationships.

Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information

currently available to, the Company’s management.

Actual results could differ materially from those contemplated by the forward-looking

statements as a result of certain factors detailed in our filings with the SEC.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

are a blank check company incorporated as a Delaware corporation and 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.

We intend to effectuate

our initial business combination (“Business Combination”) using cash from the proceeds of the initial public offering and

the sale of the placement units, the proceeds of the sale of our shares in connection with our initial Business Combination (including

pursuant to backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders or

the owners of the target, or a combination of the foregoing.

Such forward-looking

statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s

Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors

detailed in our filings with the SEC.

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated

financial statements and the notes thereto contained elsewhere in this Report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

We were formed as a blank check company, incorporated as a Delaware corporation

and 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 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.

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

All activity for the period from October 20,

2021 (inception) through November 30, 2023 relates to the Company’s formation and the initial public offering (“Initial Public

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

The Company 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.

sponsor is Alset Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”).

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released to the Company to pay its taxes (less up to $100,000 interest to pay dissolution expenses), the funds held in the Trust Account

will not be released from the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination,

(b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation

(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain

amendments to our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination

shall only be released from the Trust Account pursuant to certain conditions.

Company’s Amended and Restated Certificate of Incorporation of February 2, 2022 provided that funds would not be released from

the Trust Account until the earliest of (a) the completion of the Company’s initial Business Combination, (b) the redemption of

any public shares properly submitted in connection with a stockholder vote to amend our certificate of incorporation (A) to modify the

substance or timing of our obligation to allow redemption in connection with our initial Business Combination or certain amendments to

our charter prior thereto or to redeem 100% of our public shares if we do not complete our initial Business Combination within 12 months

from the consummation 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 the 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 our election by two separate three month extensions, subject to satisfaction of certain conditions, including the deposit

of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in accordance with our Amended

and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial

Business Combination activity, and (c) the redemption of our public shares if we are unable to complete our initial Business Combination

within 12 months from the consummation of the Initial Public Offering (or 15 months if we have filed a proxy statement, registration

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including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders in

accordance with our Amended and Restated Certificate of Incorporation) or (ii) with respect to any other provision relating to stockholders’

rights or pre-initial Business Combination activity, and (c) the redemption of our public shares if we are unable to complete our initial

Business Combination within 12 months from the consummation 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 the 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 our election by two separate three month extensions, subject to satisfaction of certain

conditions, including the deposit of up to $862,500 for each three month extension, into the Trust Account, or as extended by our stockholders

in accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law.

will have only 12 months from the closing of the Initial Public Offering (or up to 21 months from the closing of the Initial Public Offering

or as extended by our stockholders in accordance with our amended and restated certificate of incorporation) to complete the initial

Business Combination (the “Combination Period”).

However, if we are unable to complete the initial Business Combination within

the Combination Period (and our stockholders have not approved an amendment to our charter extending this time period), we 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 us to pay our 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), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and

our board of directors, dissolve and liquidate, subject to our obligations under Delaware law to provide for claims of creditors and

the requirements of other applicable law.

accordance with our Amended and Restated Certificate of Incorporation), subject to applicable law.

we have filed a registration statement for an initial Business Combination, we had 15 months from the closing of the Initial Public

Offering (or up to 21 months from the closing of the Initial Public Offering or as extended by our stockholders in accordance with our

amended and restated certificate of incorporation) to complete the initial Business Combination (the “Combination Period”).

However, if were are unable to complete the initial Business Combination within the Combination Period (and our stockholders have not approved

an amendment to our charter extending this time period), we 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 us to pay our 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), subject to applicable law, and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,

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

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 on May 3, 2023 and made subsequent extension payments on June 5 th

and July 6 th totaling $205,305 payments during the year ended on November 30, 2023.

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.

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.

November 2, 2023, as approved by the stockholders of the Company at the special meeting of stockholders held on November 2, 2023, the

Company and Wilmington Trust, National Association (the “Trustee”) entered into Amendment No.

2 to Investment Management

Trust Agreement dated as of January 31, 2022, as amended by Amendment No.

1 to Investment Management Trust Agreement dated May 1, 2023,

(collectively the “Trust Agreement”).

The Trust Agreement, as amended, reflects the extension of the date before which the

Company must complete a business combination from November 3, 2023, to February 3, 2024, and extends the date on which the Trustee must

liquidate the Trust Account if the Company has not completed its initial business combination.

November 2, 2023, as approved by the Company’s stockholders at a special meeting of stockholders, the Company amended the text

of Paragraph (c) of Section 9.1 of the Company’s Certificate of Incorporation to extend the date by which the Company has to consummate

a business combination, such extension being for an additional three (3) month period from November 3, 2023, to February 3, 2024.

of November 30, 2023 public stockholders who hold shares of Alset Class A Common Stock remain eligible to elect to have their shares

of Alset Capital Class A Common Stock redeemed for cash in connection with the Special Meeting held on August 1, 2023.

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.

the Closing on January 9, 2024, we now own the Target company acquired pursuant to the Merger Agreement.

A description of our new business

model is set forth under New Business Overview, above.

and Capital Resources

of November 30, 2022, we had $1,172,581 in cash and a working capital of $818,083.

liquidity needs up to November 30, 2022 had been satisfied through a capital contribution from our Sponsor of $25,000 for the founder

shares and the loan from our Sponsor in addition to our Sponsor paying offering and formation costs on behalf of the Company.

After consummation

of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account and working capital

of approximately $1.65 million.

In addition, in order to finance transaction costs in connection with a Business Combination, our sponsor

or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans.

of November 30, 2023, we had $585,654 in cash and a working capital deficit of $134,421.

liquidity needs up to November 30, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.

After consummation of the Initial Public Offering on February 3, 2022, we had approximately $1.9 million in our operating bank account

and working capital of approximately $1.65 million.

In addition, in order to finance transaction costs in connection with a Business

Combination, our sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, provide

us Working Capital Loans.

As of November 30, 2023, there were no amounts outstanding under any Working Capital Loans.

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of a Business Combination or one year from this filing.

and Uncertainties

continues to evaluate 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 our financial position, and results of our operations, the specific impact is not readily

determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

Over this time period, we will be using these funds for paying existing accounts

payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target

businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and

consummating the Business Combination.

of Operations

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accounting and auditing compliance), as well as for due diligence expenses.

the years ended November 30, 2022 and 2021, we had net income of $113,541 and net loss of $5,000, respectively.

do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

the years ended November 30, 2023 and 2022, we had net income of $548,873 and $113,541, respectively.

As of November 30, 2023, we did not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term

Administrative

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Upon completion of the initial Business Combination or

our liquidation, we will cease paying these monthly fees.

our liquidation, we ceased paying these monthly fees.

holders of the founder shares, the placement units (including securities contained therein) and warrants (including securities contained

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Accounting Policies

preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United

States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure

of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

results could materially differ from those estimates.

preparation of the consolidated financial statements and related disclosures in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses

during the periods reported.

Actual results could materially differ from those estimates.

Company has determined there are no critical accounting policies or estimates in the periods covered in this report.

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companies, us, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of our financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

This may make comparison of our consolidated financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Quantitative and Qualitative Disclosures About Market Risk

applicable to smaller reporting companies.

Not required for 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 7. Management’s Discussion and Analysis