Item 5. Market for Registrant’s Common Equity
Item
5. Market for Company’s Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
Market
Information
Our
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.
Prior
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.
Holders
As
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.
Dividends
We
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.
Securities
authorized for issuance under equity compensation plans.
The
Company does not have securities authorized for issuance under any equity compensation plans.
Performance
graph
Not
applicable to smaller reporting companies.
Recent
sales of unregistered securities; use of proceeds from registered securities
On
November 8, 2021, our Sponsor purchased 2,156,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.012
per share. Such securities were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.
Prior to the initial investment in the Company of $25,000 by our Sponsor, the Company had no assets, tangible or intangible. The per
share purchase price of the founder shares was determined by dividing the amount of cash contributed to the Company by the aggregate
number of founder shares issued. The number of founder shares issued was determined based on the expectation that the founder shares
would represent 20% of the outstanding shares after the Initial Public Offering (excluding the placement units and underlying securities).
On
February 3, 2022, we consummated our Initial Public Offering (the “Offering”) of an aggregate of 8,625,000 units (“Units”)
including the issuance of 1,125,000 Units as a result of the underwriter’s full exercise of its over-allotment option. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.
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Simultaneously
with the consummation of the Offering, the Company consummated the private placement of 473,750 units (the “Private Placement Units”)
to the Sponsor, including the issuance of 33,750 Private Placement Units in connection with the underwriter’s full exercise of
its over-allotment option, at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $4,735,500 (the “Private
Placement”). The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a
public offering, was exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act.
Of
the gross proceeds received from the Offering, including the full exercise of the over-allotment option, and the Private Placement Units,
$86.25 million and $4.7 million was placed in the Trust Account, respectively.
On
February 3, 2022, the Company paid a cash underwriting discount of $0.20 per Unit, or $1,725,000. 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
underwriting agreement.
On
December 18, 2023, the Company entered into a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”)
in connection with the Underwriting Agreement, dated January 31, 2022 (the “Underwriting Agreement”), with EF Hutton, LLC
(“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. Satisfaction
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.
On
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.
The
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
19, 2024. The offering closed on January 6, 2025.
D.
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.
Purchases
of Equity Securities by the issuer and affiliated purchasers
The
Company did not repurchase any shares of the Company’s common stock during 2024 and 2023.
Item
6. [RESERVED]
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