What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-03-31 compared with 2024-02-28 · 50 added, 31 removed, 31 unchanged (72% of the section changed)

Market for Company’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities

February 1, 2022 until the completion of the business combination, the principal market on which our unit was traded is the Nasdaq Capital

Our common share, warrant and right traded on the Nasdaq from March 24, 2022 until the completion of the business combination.

The Company’s unit was trading under the symbol “ACAXU,” common stock was traded under symbol “ACAX,” our

warrant was traded under the symbol “ACAXW,” and the right was traded under the symbol “ACAXR.” Subsequent to

the completion of the business combination, our common stock has traded on the Nasdaq under the symbol “HWH”.

to our listing on the Nasdaq Capital Market there was no public trading market for our securities.

of February 28, 2024, the Company had five stockholders of record.

inception we have not paid any dividends on our common stock.

We currently do not anticipate paying any cash dividends in the foreseeable

future on our common stock.

Although we intend to retain our earnings, if any, to finance the exploration and growth of our business,

our board of directors will have the discretion to declare and pay dividends in the future.

Payment of dividends in the future will depend

upon our earnings, capital requirements, and other factors, which our board of directors may deem relevant.

common stock is currently listed on the Nasdaq Capital Market under the symbol “HWH”.

As of December 31, 2024, we had approximately

5,593,920 shares of common stock issued and outstanding.

to our initial listing on the Nasdaq Global Market there was no public trading market for our securities.

We subsequently moved to the

Nasdaq Capital Market.

of December 31, 2024, the Company had eight stockholders of record.

The number of holders of record does not include a substantially

greater number of “street name” holders or beneficial holders whose shares of the Company’s common stock are held of

record by banks, brokers and other financial institutions.

have never declared or paid cash dividends on our capital stock.

We intend to retain all available funds and any future earnings for

use in the operation of our business and do not anticipate paying any cash dividends on our capital stock in the foreseeable future.

Notwithstanding the foregoing, any determination to pay cash dividends will be at the discretion of our board of directors and will depend

upon a number of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictions

imposed by applicable law and other factors our board of directors deems relevant.

authorized for issuance under equity compensation plans.

18 unchanged sentences

The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a

public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

public offering, was exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.

the gross proceeds received from the Offering, including the full exercise of the over-allotment option, and the Private Placement Units,

1 unchanged sentence

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

In 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

In addition, the underwriters were

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

The deferred fee was 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

2 unchanged sentences

in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”), with EF Hutton, LLC

(“EF Hutton”), in which pursuant to that certain Underwriting Agreement the Company was due to pay $3,018,750 to EF Hutton

as deferred underwriting commission (the “Deferred Underwriting Commission”) upon the closing of the business combination.

In 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 will accept 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.

Satisfaction and discharge of

the Deferred Underwriting Commission is dependent on the Company’s delivery of the Cash Payment, the Shares and the Promissory

Note under the terms of the Satisfaction Agreement.

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

(“EF Hutton”) (now known as D.

Boral Capital LLC), in which, pursuant to that certain Underwriting Agreement, the Company

was due to pay $3,018,750 to EF Hutton as deferred underwriting commission (the “Deferred Underwriting Commission”) upon

the closing of the Business Combination.

In 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”) paid 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.

and discharge of the Deferred Underwriting Commission depended on the Company’s delivery of the Cash Payment, the Shares and the

Promissory Note under the terms of the Satisfaction Agreement.

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 months after the closing of the business combination.

January 3, 2025, the Company announced the pricing of its public offering of 3,162,500 shares of common stock, par value $0.0001 per

share and 1,250,000 pre-funded warrants to purchase shares of common stock (the “Pre-Funded Warrants”).

These shares and

the Pre-Funded Warrants were offered at a public offering price of $0.40 per share and $0.3999 per the Pre-Funded Warrant.

The Pre-Funded

Warrants are exercisable immediately upon issuance and have an exercise price of $0.0001 per share.

The gross proceeds to the Company

from the offering were approximately $1.76 million, before deducting placement agent fees and other offering expenses of approximately $355,017.

offering was conducted pursuant to the Company’s registration statement on Form S-1, which was initially filed with the Commission

on October 10, 2024, subsequently amended on October 23, 2024, December 4, 2024, and December 10, 2024, and declared effective on December

The offering closed on January 6, 2025.

Boral Capital LLC (“D.

Boral Capital”) was acting as the exclusive placement agent for the offering.

Pursuant to the Placement

Agency Agreement, the Company has agreed to pay D.

Boral Capital a cash fee equal to 7.5% of the gross proceeds from the offering, a

non-accountable expense allowance equal to 1.0% of the gross proceeds, and reimbursement for legal and out-of-pocket expenses up to $75,000.

of Equity Securities by the issuer and affiliated purchasers

Company did not repurchase any shares of the Company’s common stock during 2024 and 2023.

Not required for smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity