What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-05-15 compared with 2023-10-16 · 323 added, 192 removed, 21 unchanged (96% of the section changed)

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

to the “Company,” “Alset Capital Acquisition Corp.,” “our,” “us” or “we”

refer to Alset Capital Acquisition Corp.

The following discussion and analysis of the Company’s financial condition and results

of operations should be read in conjunction with the unaudited interim 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.

to the “Company,” “HWH International Inc.,” “our,” “us” or “we” refer to

HWH International Inc.

The following discussion and analysis of the Company’s financial condition and results of operations should

be read in conjunction with the unaudited interim financial statements and the notes thereto contained elsewhere in this report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

12 unchanged sentences

are not limited to, those described in our other SEC filings.

are a newly organized 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.

our efforts to identify a target business may span many industries and regions worldwide, we intend to focus our search for prospects

within the real estate industry.

While we are currently reviewing certain opportunities, we have not selected any specific business combination

target at this time.

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.

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

The registration statement

for our initial public offering was declared effective on January 31, 2022.

On February 3, 2022, we consummated our initial public offering

(the “Initial Public Offering”) of 8,625,000 Units (“Units’) , including

the full exercise of the underwriters’ over-allotment option to purchase 1,125,000 units, at a purchase price of $10.00 per Unit.

February 3, 2022, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement

of 473,750 units (the “Private Placement Units”) to the Sponsor, which amount includes 33,750 Private Placement Units purchased

by the Sponsor in connection with the underwriters’ exercise of the option in full, at a price of $10.00 per Private Placement

Unit, generating gross proceeds of approximately $4.7 million (the “Private Placement”) the proceeds of which were placed

in the trust account.

No underwriting discounts or commissions were paid with respect to the Private Placement.

The Private Placement

was conducted as a non-public transaction and, as a transaction by an issuer not involved in the Initial Public Offering, was exempt

from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

The Private Placement Units are identical

to the Units, except that (a) the Private Placement Units and their component securities will not be transferable, assignable or saleable

until 30 days after the consummation of the Company’s initial Business Combination except to permitted transferees and (b) the

warrants and rights included as a component of the Private Placement Units, so long as they are held by the Sponsor or its permitted

transferees, will be entitled to registration rights, respectively.

the proceeds from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, net of the underwriting commissions,

discounts, and offering expenses, $87,112,500 was placed in the Trust Account (“Trust Account”) and $1,874,050 was delivered

to the Company to cover operating expenses.

Except with respect to interest earned on the funds held in the Trust Account that may be

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

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

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.

we have filed a registration statement for an initial Business Combination, we have 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 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.

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.

The Sponsor has also made subsequent extension payments on

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

The Sponsor is entitled to the repayment of these extension

payments, without interest.

If the Company completes its initial Business Combination, it will, at the option of the Sponsor, repay the

extension payments out of the proceeds of the Trust Account released to it or issue securities of the Company in lieu of repayment.

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.

of August 31, 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.

and Capital Resources

of August 31, 2023, we had $812,293 in cash and a working capital of $371,474.

liquidity needs up to August 31, 2023 had been satisfied through funds deposited in our account following Initial Public Offering.

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 August 31, 2023, there were no amounts outstanding under any Working Capital Loans.

on the foregoing, management believes that we will have sufficient working capital to meet our needs through the earlier of the consummation

of a Business Combination or one year from this filing.

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.

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, results of our operations, and/or search for a target company,

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.

newly acquired business started in South 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 founders package 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.

have 9,811 individuals with founding 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 favorable rate to be determined by the Company.

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 a new membership

model that operates on a yearly subscription basis.

While we are not currently selling memberships, we intend to resume membership sales

under this new model.

will 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

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.

Hapi Cafe is positioned to be an integral part of

HWH’s business model.

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

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

resorts for members.

Wealth Builder is 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.

The team has been diligently producing digital content for Hapi

Wealth Builder and working to collaborate with the right partners to launch the program and make it available to members.

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.

Revenue Model

total revenue for the three months ended March 31, 2024 and 2023 was $286,110 and $200,562, respectively.

Our net loss for the three

months ended March 31, 2024 was $1,336,519 and net income for the three months ended March 31, 2023 was $171,849, respectively.

currently recognize revenue from the sale of products, memberships and food and beverages to customers.

Sales of memberships accounted

for approximately 0% of revenue in the three months ended March 31, 2024, and 6% of revenue in the three months ended March 31, 2023.

Sales of food and beverage accounted for approximately 100% and 94% of revenue in the three months ended March 31, 2024, and 2023, respectively.

a geographical perspective, we recognized 4% and 96% of our total revenue in the three months ended on March 31, 2024, in South Korea

and Singapore, respectively, and 13% and 87% in the three months ended March 31, 2023, in South Korea and Singapore, respectively.

believe that, on an ongoing basis, the revenue generated from sales of membership will decline as a percentage of our total revenue as

we expect to experience greater revenue contribution from our café business and product sales.

that May or Are Currently Affecting Our Business

addition to the matters described above, the primary challenges and trends that could affect or are affecting our financial results include:

Our ability to improve our revenue through cross-selling and revenue-sharing arrangements among our group of companies;

Our ability to identify complementary businesses for acquisition, obtain additional financing for these acquisitions, if and when needed,

and profitably integrate them into our existing operation;

Our ability to attract competent, skilled technical and sales personnel for each of our businesses at acceptable compensation levels

to manage our overhead;

Our ability to control our operating expenses as we expand each of our businesses and product and service offerings.

of Significant Accounting Policies

of Presentation and Principles of Consolidation

Company’s consolidated financial statements and related notes include all the accounts of the Company and its wholly owned subsidiaries.

They have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S.

All intercompany transactions have been eliminated in consolidation.

of Estimates and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

Significant estimates made by management include, but

are not limited to, allowance for credit losses, recoverability and useful lives of property, plant and equipment, the valuation allowance

of deferred taxes, contingencies, and equity compensation.

Actual results could differ from those estimates.

Recognition and Cost of Sales

The Company’s performance obligation is to transfer ownership of its products to its members.

The Company generally

recognizes revenue when a product is delivered to its members.

Revenue is recorded net of applicable taxes, allowances, refund or returns.

The Company receives the net sales price in cash or through credit card payments at the point of sale.

any member returns a product to the Company on a timely basis, they may obtain a replacement product from the Company for such returned

Allowances for product and membership returns are provided at the time the sale is recorded.

This accrual is based upon historical

return rates for each country and the relevant return pattern, which reflects anticipated returns to be received over a period of up

to 12 months following the original sale.

Product and membership return for the three months ended March 31, 2024, and 2023 were approximately

$0 and $1,162, respectively.

The Company collects an annual membership fee from its members.

The fee is fixed, paid in full at the time upon joining the

the fee is not refundable.

The Company’s performance obligation is to provide its members with the right to (a) purchase

products from the Company, (b) access to certain back-office services, (c) receive commissions and (d) attend corporate events.

The associated

performance obligation is satisfied over time, generally over the term of the membership agreement which is for a one-year period.

Company recognizes revenue from membership fee over the one-year period of membership.

and Beverage:

The revenue received from Food and Beverage business in the three months ended March 31, 2024, and 2023 were $286,110

and $187,776, respectively.

Cost of revenue consists of cost of procuring finished goods from suppliers and related shipping and handling fees.

of Operations

of August 31, 2023 ,

we had not commenced any operations.

All activity for the period from October 20, 2021 (inception) through August 31 ,

2023 relates to our formation and the Initial Public Offering.

We have neither engaged in any operations nor generated any revenues

We will not generate any operating revenues until after the completion of our initial

Business Combination, at the earliest.

We will generate non-operating income in the form of interest income on cash and cash equivalents

from the proceeds derived from the Initial Public Offering.

We expect to incur increased expenses as a result of being a public

company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

the three months ended August 31 , 2023 and 2022, we had net loss of $176,025 and net income

of $122,132, respectively.

Net income for the three months ended August 31, 2023, included net investment income of $264,876, partially

offset by operating expenses of $395,777 and tax expense of $45,124.

the nine months ended August 31, 2023 and 2022, we had net income of $779,883 and net income

of $14,650, respectively.

Net income for the nine months ended August 31, 2023, included net investment income of $1,940,734, partially

offset by operating expenses of $785,847 and tax expense of $375,004.

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

Administrative

Services Agreement

on the date that our securities are first listed on the NASDAQ Capital Market, we agreed to pay the Sponsor $10,000

per month for office space, utilities and secretarial and administrative support services.

Upon completion of the initial Business Combination

or our liquidation, we will cease paying these monthly fees.

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

therein) that may be issued upon conversion of working capital loans, and any shares of Class A common stock issuable upon the exercise

of the placement units and any shares of Class A common stock that may be issued upon exercise of the warrants issued upon conversion

as part of the working capital loans and Class A common stock issuable upon conversion of the founder shares, are entitled to registration

rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering, requiring us to register

such securities for resale (in the case of the founder shares, only after conversion to our Class A common stock).

The holders of the

majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to our completion of our initial Business Combination and rights to require us to register for resale such securities pursuant to Rule

415 under the Securities Act.

The registration rights agreement does not contain liquidated damages or other cash settlement provisions

resulting from delays in registering our securities.

We will bear the expenses incurred in connection with the filing of any such registration

of Statements of Operations for the Three Months Ended March 31, 2024 and 2023

Three Months Ended March 31,

Cost of revenue

Operating expenses

Other income (expense)

Provision for income taxes

Net (loss) income

$ (1,336,519 )

was $286,110 and $200,562 for the three months ended March 31, 2024 and 2023, respectively.

Word of mouth, a social media presence, and

the availability of meeting spaces are significant drivers of our revenue and revenue potential.

Our revenue increased in 2024 due to

the increased revenue from F&B business in Singapore.

see the following table below, which illustrates revenues received from memberships:

Number of Memberships Sold

Cash received from membership

the three months ended March 31, 2024 and 2023, our revenue was generated as per the following:

Membership Fee

Product Sales

Food and Beverage

of revenues increased from $77,769 in the three months ended March 31, 2023 to $122,813 in the three months ended March 31, 2024.

increase is a result of the increase in sales of F&B business.

commissions decreased from $11,868 to ($234) in the three months ended March 31, 2023 and 2024, respectively, due to decrease in sale

of memberships.

gross margin increased from $122,793 to $163,297 in the three months ended March 31, 2023 and 2024, respectively.

The increase of gross

margin was caused by the increase in F&B revenue.

expenses increased from $736,391 to $1,495,383 in the three months ended March 31, 2023 and 2024, respectively, due to general and administrative

expenses increased from $736,391 to $1,129,191 in the years ended March 31, 2023 and 2024, respectively.

The increase of general and

administrative expenses in 2024 compared with 2024 was mostly caused by the increase in the operating expenses for the food and beverage

business in Korea and Singapore and the professional fee due to the 10Q & S-4 filing.

income (expense)

the three months ended March 31, 2024, the Company had other expense of $4,433 compared to other income of $960,620 in the three months

ended March 31, 2023.

The decrease due to interest income from $944,565 to $25,458 in the three months ended March 31, 2023 and 2024,

respectively.

the three months ended March 31, 2024 the Company had net loss of $1,336,519 compared to net income of $171,849 in the three months ended

March 31, 2023.

and Capital Resources

cash has decreased from $22,505,969 as of December 31, 2023 to $999,506 as of March 31, 2024.

Our liabilities increased from $4,372,803

at December 31, 2023 to $5,526,158 at March 31, 2024.

Our total assets have decreased to $2,558,159 as of March 31, 2024 from $23,710,684

as of December 31, 2023.

Company believes that the available cash in the Company’s bank accounts, anticipated cash from operations, and financing availability

from related parties are sufficient to fund our operations for at least the next 12 months.

The Company’s capital requirements

for the planned expansion are based on, among other items, geographical specific property costs, team requirements, and marketing steps

Our expansion shall consist of plans to take over leases of existing Hapi Cafes we currently do not own, as we look to add Hapi

Cafes over the next two (2) years.

If we take over these existing leases, it will require a minimum investment for each lease we take

over for each Hapi Café.

Proceeds received as a result of the anticipated business combination, will allow us to seek these expansion

Depending on the amount of proceeds we raise as part of the anticipated business combination, we may or may not need or seek additional

funding or alter our strategic growth plans after the business combination is effectuated.

There is no guarantee that we will be able

to execute on our plans as laid out above.

accompanying financial statements have been prepared assuming the Company will continue as a going concern and do not contain any adjustments

that might be required should the Company be unable to continue as a going concern.

Company has obtained a letter of financial support from Alset International Limited and Alset Inc., a direct and indirect owner of the

Company, respectively.

Alset International Limited and Alset Inc.

committed to provide any additional funding required by the Company

and would not demand repayment through twelve months from the issuance of these consolidated financial statements.

of Cash Flows for the Three Months Ended March 31, 2024 and 2023

Three Months Ended March 31,

Net cash (used in) / provided by operating activities

Net cash used in investing activities

Net cash provided by / (used in) financing activities

Flows from Operating Activities

cash used in operating activities was $638,210 in the three months ended of March 31, 2024, as compared to net cash provided by operating

activities of $262,251 in the same period of 2023.

Professional fee for the combination of the Company and issued note receivable to

related parties contributed to the increase of cash used in operating activities in the three months ended March 31, 2024.

Flows from Investing Activities

cash used in investing activities was $252,072 in the first three months of March 31, 2024, as compared to net cash used in investing

activities of $8,227 in the same period of 2023.

In the three months ended March 31, 2024 we paid $2,072 for purchases of property and

equipment and $250,000 for convertible note receivable – related party.

In the three months ended March 31, 2023 we paid $8,227

for purchases of property and equipment.

Flows from Financing Activities

cash provided by financing activities was $749,948 in the three months ended March 31, 2024, compared to net cash provided by operating

activities of $182,730 in the same period of 2023.

In the three months ended March 31, 2024 we received $1,101,255 from a related party.

In the three months ended March 31, 2023 we received $182,730 from a related party.

February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000.

addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate.

The deferred fee will become

payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,

subject to the terms of the underwriting agreement.

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.

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

Accounting Estimate

accounting estimate where (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account

for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition

or operating performance is material.

Accounting Policies and Practices

company’s accounting policies and practices that are both most important to the portrayal of the company’s financial condition

and results, and require management’s most difficult, subjective, or complex judgments, often because of the need to make estimates

about the effects of matters that are inherently uncertain.

do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $3,018,750 in the aggregate, however on December 18,

2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement in connection with the Underwriting Agreement,

under which in lieu of the Company tendering the full amount, the underwriters will accept a combination of $325,000 in cash upon the

closing of the business combination, 149,443 shares of the Company’s common stock and a $1,184,375 promissory note as full satisfaction.

This agreement was effective at the closing of business combination on January 9, 2024.

Additionally, the Company has granted EF Hutton

an irrevocable right of first refusal (the “ROFR”) to act as the sole investment banker, sole book-runner, and/or sole placement

agent, at EF Hutton’s sole discretion, for each and every future public and private equity and debt offering, including all equity

linked financing for a period commencing on the date of the satisfaction and ending twenty-four (24) months after the closing of the

business combination.

previously disclosed, on August 1, 2023, Alset held the Special Meeting, at which the Alset stockholders considered and adopted, among

other matters, a proposal to approve the Business Combination.

On the Closing Date, the parties consummated the Business Combination

pursuant to the terms of that certain Agreement and Plan of Merger, dated September 9, 2022 (the “Merger Agreement”), by

and among Alset, Merger Sub, a Nevada corporation, and HWH International Inc., a Nevada corporation.

to the terms of the Merger Agreement, (and upon all other conditions pursuant to the Merger Agreement being satisfied or waived), on

the Closing Date, (i) the Merger Agreement provides for the combination of HWH and Merger Sub under Alset, with HWH surviving as the

Surviving Corporation (collectively, the “Merger”).

At the consummation of the Merger, HWH will survive as a direct, wholly-owned

subsidiary of Alset;

and (ii) Alset will change its name to “HWH International Inc.”

transaction has closed, as all closing conditions as referenced in the Merger Agreement have either been met or waived by the parties.

Certain closing conditions that have been waived by the parties, pursuant to the Merger Agreement include Section 8.1(i), which states

“the aggregate cash available to Alset at the Closing from the Trust Account (after giving effect to the redemption of any shares

of Alset Class A Common Stock in connection with the Alset Proposals, but before giving effect to (i) the payment of the Outstanding

Alset Transaction Expenses, and (ii) the payment of the Outstanding Company Transaction Expenses), shall equal or exceed Thirty Million

dollars ($30,000,000);

and 8.1(j), which states “upon the closing, Alset shall not have redeemed shares of Alset Class A Common

Stock in the Offer in an amount that would cause Alset to have less than $5,000,001 of net tangible assets (as determined in accordance

with Rule 3a51-1(g)(1) under the Exchange Act).”

Rights Agreement

January 31, 2022 the Company, the Sponsor, and certain persons and entities holding securities of the Company entered into a Registration

Rights Agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company is obligated

to register certain securities, including (i) all of the shares of Company common stock and warrants held by the Sponsor, and Company

common stock issuable upon exercise of such warrants, and (ii) the shares of Company common stock and Company common stock underlying

warrants that were issued in the Private Placement on January 31, 2022.

The Company is obligated to (a) file a resale registration statement

to register such securities within 15 business days after the closing of the Business Combination, and (b) use reasonable best efforts

to cause such registration statement to be declared effective by the SEC within 60 business days after the closing of the Business Combination.

connection with the execution of the Merger Agreement, at the closing, each of the HWH Holders holding more than 5% of the HWH Common

Stock and certain members of HWH’s management team will enter into a Lock-Up Agreement with Alset in substantially the form attached

to the letter Agreement dated January 31, 2022 (the “Letter Agreement”) (each, a “Lock-Up Agreement”).

the Lock-Up Agreement, each such holder will agree not to, during the period commencing from the Closing and with respect to the shares

of Alset Common Stock to be received as part of the Merger Consideration by the HWH Holder (together with any securities paid as dividends

or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”),

(A) ending on the earlier of six months after the date of the Closing, the date on which the closing sale price of shares of Alset Common

Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)

for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing or (y) the date after the Closing

on which Alset consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results

in all of Alset’s stockholders having the right to exchange their equity holdings in Alset for cash, securities or other property.

of Subscription Agreement

July 30, 2023, by and among Alset Capital Acquisition Corp., a Delaware corporation and HWH International Inc., a Nevada corporation,

on the one hand, and Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), Meteora

Select Trading Opportunities Master, LP (“MSTO”) and Meteora Strategic Capital, LLC, (“MSC”) (with MCP, MSOF,

MSTO and MSC collectively as “Seller”), on the other hand (the “Confirmation”) and the Subscription Agreement

entered into as of July 30, 2023, by and among ACAX and Seller (the “Subscription Agreement”).

The Subscription Agreement

has been terminated.

believe that inflation has not had a material impact on our results of operations for the three months ended March 31, 2024 or the year

ended December 31, 2023.

We cannot assure you that future inflation will not have an adverse impact on our operating results and financial

of Foreign Exchange Rates

effect of foreign exchange rate changes on the intercompany loans (under ASC 830), which mostly consist of loans from Singapore to South

Korea and which were approximately $2.7 million and $2.1 million on March 31, 2024 and December 31, 2023, respectively, are the reason

for the fluctuation of foreign currency transaction Gain or Loss on the Condensed Consolidated Statements of Operations and Other Comprehensive

Because the intercompany loan balances between Singapore and South Korea will remain at approximately $2.7 million over the next

year, we expect this fluctuation of foreign exchange rates to still impact the results of operations in 2024, especially given that the

foreign exchange rate may and is expected to be volatile.

If the amount of intercompany loan is lowered in the future, the effect will

also be reduced.

However, at this moment, we do not expect to repay the intercompany loans in the short term.

Growth Company Status

are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the

Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and

exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden

parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

We have elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private

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.

are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various

reporting requirements that are applicable to other public companies that are not “emerging growth companies.” Section 107

of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided

in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.

In other words, an “emerging

growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have elected to take advantage of these exemptions until we are no longer an emerging growth company or until we affirmatively and

irrevocably opt out of this exemption.

and Procedures

are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act.

Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the

independent registered public accounting firm attestation requirement.

Further, for as long as we remain an emerging growth company as

defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to

other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent

registered public accounting firm attestation requirement.

is responsible for the preparation and fair presentation of the financial statements included in this prospectus.

The financial statements

have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect management’s

judgment and estimates concerning effects of events and transactions that are accounted for or disclosed.

is also responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial

reporting includes those policies and procedures that pertain to our ability to record, process, summarize and report reliable data.

Management recognizes that there are inherent limitations in the effectiveness of any internal control over financial reporting, including

the possibility of human error and the circumvention or overriding of internal control.

Accordingly, even effective internal control

over financial reporting can provide only reasonable assurance with respect to financial statement presentation.

Further, because of

changes in conditions, the effectiveness of internal control over financial reporting may vary over time.

order to ensure that our internal control over financial reporting is effective, management regularly assesses controls and did so most

recently for its financial reporting as of December 31, 2023.

This assessment was based on criteria for effective internal control over

financial reporting described in the Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations (COSO)

of the Treadway Commission.

In connection with management’s evaluation of the effectiveness of our company’s internal control

over financial reporting as of December 31, 2023, management determined that our company did not maintain effective controls over financial

reporting due to having a limited staff with U.S.

GAAP and SEC reporting experience.

Management determined that the ineffective controls

over financial reporting constitute a material weakness.

To remediate such weaknesses, we plan to appoint additional qualified personnel

with financial accounting, GAAP and SEC experience.

prospectus does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules

of the SEC that permit us to provide only management’s report in this prospectus.

Quantitative and Qualitative Disclosures About Market Risk.

2 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis