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Item 8. Financial Statements and Supplementary Data

2024-02-28 compared with 2023-02-24 · 333 added, 239 removed, 506 unchanged (53% of the section changed)

Financial Statements and Supplementary Data

Capital Acquisition Corp.

International Inc.

known as Alset Capital Acquisition Corp.)

FINANCIAL STATEMENTS

30, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets at November 30, 2022 and 2021

Statements of Operations for the Period from October 20, 2021 (inception) through November 30, 2021 and the Year Ended November 30, 2022

Statements of Stockholders’ Equity for the Period from October 20, 2021 (inception) through November 30, 2021 and the Year Ended November 30, 2022

Statements of Cash Flows for the Period from October 20, 2021 (inception) through November 30, 2021 and the Year Ended November 30, 2022

Notes to the Financial Statements

Consolidated Balance Sheets as of November 30, 2023 and 2022

Consolidated Statements of Operations for the Years Ended November 30, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Deficit for the Years Ended November 30, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended November 30, 2023 and 2022

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Capital Acquisition Corp.

International Inc.

(formerly known as Alset Capital Acquisition Corp.)

on the Financial Statements

have audited the accompanying balance sheets of Alset Capital Acquisition Corp.

(the “Company”) as of November 30, 2022 and

2021, and the related statements of operations, stockholders’ equity, and cash flows for the year ended November 30, 2022 and for

the period from October 20, 2021 (inception) through November 30, 2021, and the related notes (collectively referred to as the “financial

statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of November 30, 2022 and 2021, and the results of its operations and its cash flows for the year ended November 30, 2022 and

the period from October 20, 2021 (inception) through November 30, 2021, in conformity with accounting principles generally accepted in

the United States of America.

have audited the accompanying consolidated balance sheets of HWH International Inc.

(formerly known as Alset Capital Acquisition

Corp.) and its subsidiary (collectively, (the “Company”)) as of November 30, 2023 and 2022, and the related consolidated

statements of operations, changes in stockholders’ deficit and cash flows for the years then ended, and the related notes

(collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present

fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022, and the results of their

operations and their cash flows for the years ended November 30, 2023 and 2022, in conformity with accounting principles generally

accepted in the United States of America.

Concern Matter

1 unchanged sentence

As more fully described

in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination within

a prescribed period of time and if not completed will cease all operations except for the purpose of liquidating.

The date for mandatory

liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 1.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

in Note 1 to the financial statements, the Company has no operating income, working capital deficit and negative cash flow from operations

which raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are

also described in Note 1.

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

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

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February 28, 2024

CAPITAL ACQUISITION CORP.

BALANCE SHEETS

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED BALANCE SHEETS

November 30, 2023

November 30, 2022

Current assets:

Due from Sponsor

Deferred offering costs

Other current assets

1 unchanged sentence

Cash and marketable securities held in Trust Account

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

Accounts payable and accrued expenses

Accrued offering costs

Advances from related parties

Extension Loan – Related Party

Total current liabilities

4 unchanged sentences

Class A common stock subject to possible redemption;

8,625,000 and 0 shares (at

approximately $ 10.20 per share) as of November 30, 2022 and November 30, 2021, respectively

Stockholders’ (deficit) equity:

1,976,036 and 8,625,000 shares (at approximately $ 10.35 and $ 10.20 per share) as of November 30, 2023 and November 30, 2022, respectively

Stockholders’ deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

and outstanding

none issued and outstanding

Class A common stock, $ 0.0001 par value;

50,000,000 shares authorized;

and 0 issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of November 30, 2022 and November 30,

2021, respectively

473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption) as of November 30, 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 November 30, 2022 and November 30, 2021, respectively

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

Common stock, value

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( 2,357,806 )

Total stockholders’ (deficit) equity

( 2,032,532 )

Total liabilities and stockholders’

(deficit) equity

accompanying notes are an integral part of these financial statements.

CAPITAL ACQUISITION CORP.

Total stockholders’ deficit

( 2,357,543 )

( 2,032,269 )

Total liabilities and stockholders’ deficit

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

STATEMENTS OF OPERATIONS

the Year Ended

the Period from October 20, 2021 (inception) Through

November 30, 2023

November 30, 2022

Administration fee - related party

1 unchanged sentence

TOTAL EXPENSES

income earned on cash and marketable securities held in Trust Account

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

TOTAL OTHER INCOME

Pre-tax income(loss)

Pre-tax income

Income tax expense

Net income (loss)

Weighted average number of shares of Class A common stock

outstanding, basic and diluted

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

A common stock

Weighted average number of shares of Class B common stock

outstanding, basic and diluted

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

B common stock

accompanying notes are an integral part of these financial statements.

CAPITAL ACQUISITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

FOR THE PERIOD FROM OCTOBER 20, 2021 (INCEPTION)

THROUGH NOVEMBER 30, 2021 AND THE YEAR ENDED

NOVEMBER 30, 2022

Balance, October 20, 2021 (inception)

Issuance of Class B common stock to Sponsor

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

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

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

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

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

Additional Paid-in

Balance at November 30, 2021

of Shares at Initial Public Offering

underwriting compensation

Issuance of Shares at Initial Public Offering

Deferred underwriting compensation

( 3,018,750 )

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( 1,319,361 )

Net income (loss)

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

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

Additional amount deposited into trust for loan extension

Balance at November 30, 2022

1 unchanged sentence

$ ( 2,032,269 )

accompanying notes are an integral part of these financial statements.

CAPITAL ACQUISITION CORP.

STATEMENTS OF CASH FLOWS

the Year Ended

the Period from October 20, 2021 (inception) Through

$ ( 2,032,532 )

$ ( 2,032,269 )

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

Additional amount deposited into trust for loan extension

Balance at November 30, 2023

$ ( 2,357,806 )

$ ( 2,357,543 )

$ ( 2,357,806 )

$ ( 2,357,543 )

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

November 30, 2023

November 30, 2022

Cash Flows from Operating Activities:

Net income (loss)

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

Adjustments to reconcile net income to net cash used in operating activities:

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

( 2,215,619 )

Formation and organization costs paid by related parties

3 unchanged sentences

Net Cash Used in Operating Activities

( 1,519,474 )

Cash Flows from Investing Activities:

Due from Sponsor

Cash withdrawn from Trust Account for taxes

Cash withdrawn form Trust Account for redemptions

Cash deposited into Trust Account

( 87,112,500 )

Net Cash Used in Investing Activities

Net Cash Provided By (Used in) Investing Activities

( 87,125,500 )

Cash Flows from Financing Activities:

Proceeds from issuance of Class B common stock to Sponsor

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

Repayment of Class A Common Stock

( 68,351,348 )

Proceeds from sale of Private Placement Units

Proceeds from advances from related party

Proceeds from extension loan

Proceeds from related party advances

Repayment of related party advances

Payment of offering costs

Net Cash Provided by Financing Activities

Net Cash (Used in) Provided by Financing Activities

( 68,146,043 )

Net change in cash

Cash at beginning of period

Cash at end of period

Cash at beginning of the year

Cash at end of the year

Supplemental disclosure of non-cash financing activities:

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

Public Offering

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

Deferred offering costs included in advances from related party

Deferred offering costs included in accrued offering costs

Subsequent remeasurement of common stock subject to redemption

accompanying notes are an integral part of these financial statements.

ALSET CAPITAL ACQUISITION CORP.

to the financial statements

Remeasurement of Class A Common Stock subject to redemption

Extension funds attributable to common stock subject to redemption

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

INTERNATIONAL INC.

known as Alset Capital Acquisition Corp.)

to the CONSOLIDATED financial statements

THE YEARS ENDED NOVEMBER 30, 2023 AND 2022

1 — DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY

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.

International Inc.

(the “Company”) was incorporated in Delaware on October 20, 2021 under the name Alset Capital Acquisition

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 has not commenced any operations.

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income from the proceeds derived from the Initial Public Offering.

The Company has selected November 30 as its fiscal year end.

The Company has selected November 30 as its fiscal year end, which

upon closing of Business Combination on January 9, 2024 has automatically changed to December 31.

September 9, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among the Company,

2 unchanged sentences

The Company and Merger Sub are sometimes referred to collectively as the “ACAX Parties.”

Pursuant to the Merger Agreement, a business combination between the Company and HWH will be effected through the merger of Merger Sub

with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the “Merger”).

Upon the closing

of the Merger (the “Closing”), it is anticipated that the Company will change its name to “HWH International Inc.”

The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined

in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and

related transactions by the stockholders of the Company.

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

The Merger is expected to be consummated

in the first half of 2023, following the receipt of the required approval by the stockholders of the Company and the shareholder of HWH

and the satisfaction of certain other customary closing conditions.

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

and will be payable in shares of Class A common stock, par value $ 0.0001 per share, of the Company (“Company Common Stock”).

The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be 12,500,000 , with

each share being valued at $ 10.00 .

All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital

Pursuant to the Merger Agreement, a business combination between the Company and HWH was to 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”).

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

Closing, 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.

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 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 was consummated on January 9, 2024, following

the receipt of the required approval by the shareholder of HWH and the satisfaction of certain other customary closing conditions.

transaction was approved by the stockholders of the Company at the Special Meeting of stockholders held on August 1, 2023.

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

and was paid in shares of Class A common stock, par value $ 0.0001

per share, of the Company (“Company Common

The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be

Refer to Note 9 – Subsequent Event.

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

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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

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

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

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

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

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

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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.

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.

the year ended November 30, 2023, the Company withdrew $ 919,547 from the Trust account.

$ 706,490 of these funds were used to pay income

and franchise taxes.

$ 213,057 remain in the Company’s bank account for future taxes and dissolution expenses.

Concern and Management’s Plan

1 unchanged sentence

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.

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 $ 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.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying audited financial statements are presented in conformity with accounting principles generally accepted in the United States

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

accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United

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

of Consolidation

consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant intercompany

transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.

Growth Company

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adopt the new or revised standard.

This may make comparison of the Company’s 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.

preparation of the financial statements in conformity with US GAAP requires the Company’s management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance

This may make comparison of the Company’s 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.

preparation of the consolidated financial statements in conformity with US GAAP requires the Company’s management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the balance sheet.

estimates requires management to exercise significant judgment.

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The Company had cash of $ 585,654 and $ 1,172,581 as of November 30, 2023 and November 30, 2022, respectively.

The Company had no cash equivalents

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

The Company had no cash

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

held in Trust Account

November 30, 2022, the Company had approximately $ 88.1 million in investments in treasury securities held in the Trust Account.

November 30, 2023 and 2022, the Company had approximately $ 21.3 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 November 30, 2022, the Class A common stock subject

to possible redemption in the amount of $ 88,102,610 are presented as temporary equity, outside of the stockholders’ equity section

of the Company’s balance sheets.

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

subject to possible redemption in the amount of $ 20,457,011 and $ 87,934,212 , respectively, are presented as temporary equity, outside

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

income per share

income per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.

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

The Company applies the two-class method in calculating earnings per share.

Earnings and losses are shared pro rata between the two classes

The calculation of diluted income per share of common stock does not consider the effect of the warrants issued in connection

with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not yet been met.

result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.

following table reflects the calculation of basic and diluted net income per common share (in U.S.

dollars, except per share amounts):

OF BASIC AND DILUTED NET LOSS PER COMMON SHARE

the Year Ended

Earnings and losses are shared pro rata between

the two classes of shares.

The calculation of diluted income (loss) per share of common stock does not consider the effect of the warrants

issued in connection with the Initial Public Offering because the warrants are contingently exercisable, and the contingencies have not

yet been met.

As a result, diluted earnings per common stock are the same as basic earnings per ordinary share for the periods presented.

following tables reflects the calculation of basic and diluted net income (loss) per common share:

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

For the Year Ended

November 30, 2023

Basic and diluted net income per share of common stock

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Basic and diluted net income per share of common stock

For the Year Ended

November 30, 2022

Basic and diluted net income per share of common stock

Allocation of net income

Basic and diluted weighted average shares outstanding

Basic and diluted net income per share of common stock

Company follows the asset and liability method of accounting for income taxes under ASC 740, “ Income Taxes .” Deferred

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

30, 2022 and November 30, 2021.

The Company is currently not aware of any issues under review that could result in significant payments,

accruals or material deviation from its position.

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

Company’s effective tax rate was 62.2 % and 0.0 % for the year ended November 30, 2022 and 2021, respectively.

The effective

tax rate differs from the statutory tax rate for the year ended November 30, 2022, due to changes in the valuation allowance on the deferred

30, 2023 and 2022.

The Company is currently not aware of any issues under review that could result in significant payments, accruals

or material deviation from its position.

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

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

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We currently are not expecting the

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

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

Delaware Franchise Tax

where the Company is incorporated, imposes a franchise tax that applies to most business entities that are formed or qualified to

do business, or which are otherwise doing business, in Delaware.

Delaware franchise tax is based on authorized shares or on

assumed par and non-par capital, whichever yields a lower result.

Under the authorized shares method, each share is taxed at a graduated

rate based on the number of authorized shares.

During years ended November 30, 2023 and 2022 the company incurred $ 205,000 and $ 168,398

in Delaware franchise tax respectively.

Concentration

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The Company has not experienced losses on this account.

Company had uninsured cash of $ 335,654 and $ 922,581 as of November 30, 2023, and November 30, 2022, respectively.

Value of Financial Instruments

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Accounting Standards

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

2020-06, “ Debt — Debt with Conversion

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

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

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

The ASU also removes certain settlement

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

earnings per share calculation in certain areas.

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

Adoption of the

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

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

on the Company’s financial statements.

on the Company’s consolidated financial statements.

3 — INITIAL PUBLIC OFFERING

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

November 30, 2022 and November 30, 2021, $ 0 and $ 75,000 was due to the related party, respectively.

the year ended November 30, 2023, the Sponsor paid a total of $ 33,475 of operating costs on behalf of the Company.

During the year ended

November 30, 2023, the Company repaid the outstanding balance.

As of November 30, 2023 and November 30, 2022, $ 0 and $ 0 was due to the

related party, respectively.

and Administrative Services

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or the Company’s liquidation, the Company will cease paying these monthly fees.

During the year ended November 30, 2022, the Company

recorded a charge of $ 100,000 to the statement of operations pursuant to the agreement.

During the years ended November 30, 2023 and 2022,

the Company recorded charges of $ 120,000 and $ 100,000 , 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

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As of November

30, 2022 and November 30, 2021, there were no amounts outstanding under the Working Capital Loans.

30, 2023 and 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 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.

As of November 30, 2023 and 2022 there was $ 205,305 and $ 0 , respectively, outstanding under the extension

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

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Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share.

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

of November 30, 2023 and 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 November 30, 2022 and November 30, 2021, there

were 473,750 and 0 shares of Class A common stock issued and outstanding, respectively, (excluding 8,625,000 shares of the Class A Common

Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

As of November 30, 2023 and 2022, there were 473,750

shares of Class A common stock issued and outstanding, respectively, (excluding 1,976,036 and 8,625,000 , respectively, shares of the

Class A Common Stock subject to possible redemption that were classified as temporary equity in the accompanying balance sheets).

B Common Stock — The Company is authorized to issue 5,000,000 shares of Class B common stock with a par value of $ 0.0001

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

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

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

As of November 30, 2023 and 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.

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be transferable, assignable or salable until 30 days after the completion of an Initial Business Combination, subject to certain exceptions.

8 — INCOME TAXES

Company’s deferred tax assets are as follows at November 30, 2023 and 2022:

OF DEFERRED TAX ASSETS

Deferred tax asset

Net operating loss

Startup/organizational costs

Total deferred tax asset

Valuation allowance

Deferred tax asset, net of allowance

income tax provision (benefit) consists of the following for the year November 30, 2023 and November 30, 2022:

OF INCOME TAX BENEFIT

State and Local

Income tax provision / (benefit)

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

the year ended November 30, 2023 and 2022, the change in the valuation allowance was $ 203,935 and $ 123,825 , respectively.

reconciliation of the statutory tax rate to the Company’s effective tax rates for the year ended November 30, 2023 and 2022:

OF EFFECTIVE INCOME TAX RATE RECONCILIATION

Statutory federal income tax rate

State taxes, net of federal tax benefit

Change in valuation allowance

Income tax provision (benefit)

9 — SUBSEQUENT EVENT

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date through the filing date of our Form 10-K for the year ended

November 30, 2022.

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

disclosure in the financial statements.

January 9, 2024, the Company announced the completion of its previously announced business combination.

In connection with the Business

Combination, Alset changed its name from Alset Capital Acquisition Corp.

to HWH International Inc.

a result of the Business Combination, each share of Class A common stock was cancelled and converted into shares of the

Company’s common stock, on the terms set forth in the Merger Agreement, dated September 9, 2022.

Pursuant to the terms of the

Merger Agreement, the aggregate number of shares of Company common stock that was delivered as consideration in the Business

Combination was 12,500,000

as a result of the Business Combination, each outstanding share of Class B common stock, with par value of $ 0.0001 per share, of Alset

(the “Class B Common Stock”), automatically converted into one share of Class A common stock, with $ 0.0001 par value per

share, of Alset (the “Class A Common Stock”), and then subsequently converted into one share of Company common stock.

lieu of the Company tendering the full amount of Deferred Underwriting Commission, the Company and EF Hutton entered into the Satisfaction

Agreement, pursuant to which EF Hutton accepted a combination of $ 325,000

in cash (the “Cash Payment”) upon

the closing of the business combination, 149,443

shares of the Company’s common stock (the

“Shares”) and a $ 1,184,375

promissory note (the “Promissory Note”)

as full satisfaction of the Deferred Underwriting Commission.

shares of the Company’s common stock were redeemed in connection with the Business Combination at a redemption price of

$ 10.66 per share.

Following the Business Combination, 909,875

new shares of the Company’s common stock were issued in connection with the conversion of rights into HWH common shares.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data