Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
October 31 2023 - 9:27AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
|
|
☐ |
Confidential, for the use
of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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☐ |
Definitive Proxy Statement |
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☒ |
Definitive Additional Materials |
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☐ |
Soliciting Material Pursuant
to §240.14a-12 |
ALSET
CAPITAL ACQUISITION CORP.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
No fee required. |
|
|
☐ |
Fee paid previously with
preliminary materials. |
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☐ |
Fee computed on table in
exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
31, 2023
Date
of Report (Date of earliest event reported)
ALSET
CAPITAL ACQUISITION CORP.
(Exact
Name of Registrant as Specified in its Charter)
Delaware |
|
001-41254 |
|
87-3296100 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
4800
Montgomery Lane, Suite 210
Bethesda,
MD |
|
20814 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (301) 971-3955
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units,
each consisting of one share of Class A Common Stock, one-half of one Redeemable Warrant and one Right |
|
ACAXU |
|
The
Nasdaq Global Market |
Class
A Common Stock, par value $0.0001 per share |
|
ACAX |
|
The
Nasdaq Global Market |
Redeemable
warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
ACAXW |
|
The
Nasdaq Global Market |
Rights,
each entitling the holder to receive one-tenth of one share of Class A Common Stock |
|
ACAXR |
|
The
Nasdaq Global Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 Other Events.
Alset
Capital Acquisition Corp. (“Alset”) is providing the following updates regarding the opportunity for stockholders to redeem
Class A Common Stock.
Alset
has extended the deadline for stockholders to redeem Class A Common Stock until 5:00 p.m. Eastern Time on Friday, November 3,
2023 (“the Revised Deadline”). The Revised Deadline shall apply to any shares of Class A Common Stock being redeemed in connection
with either the August 1, 2023 Special Meeting of Stockholders or the planned November 2, 2023 Special Meeting of Stockholders. Stockholders
may submit redemption requests in connection with either of these meetings. Any future extension of the Revised Deadline would apply
to both groups, and Alset has increased the redemption amount per share for stockholders to redeem Class A Common Stock from $10.50
to $10.60 for both groups.
As
previously disclosed, Alset and the other parties to its Merger Agreement are working towards satisfaction of the conditions to
completion of the Proposed Business Combination approved by stockholders at the August 1, 2023 Special Meeting of Stockholders. The
Company is waiting for the approval by the Nasdaq of the initial listing application of HWH International Inc. There can be no
assurance that such approval will be obtained.
The
closing of Alset’s planned business combination will not occur until after the Revised Deadline, as the same may be extended. Accordingly,
stockholders will be permitted to redeem shares of Class A Common Stock prior to any closing of the Proposed Business Combination.
Stockholders
are encouraged to please see the Definitive Proxy Statement for the November 2, 2023 Special Meeting of Stockholders. We
encourage all Stockholders to please cast their vote in connection with such Special Meeting.
In
addition, stockholders who previously submitted redemption requests may withdraw such previously submitted redemption requests until
the Revised Deadline of 5:00 p.m. Eastern Time on Friday, November 3, 2023.
If
you have not already done so, in order to exercise your redemption rights, you must, prior to the Revised Deadline of 5:00 p.m. Eastern
Time on Friday, November 3, 2023, tender your shares physically or electronically and submit a request in writing that we redeem your
public shares for cash to VStock Transfer LLC, our transfer agent, at the following address:
VStock
Transfer LLC
18
Lafayette Place
Woodmere,
NY 11598
Attn:
DWAC Team
E-mail:
DWAC@vstocktransfer.com
Stockholders
who wish to withdraw their previously submitted redemption requests may do so by contacting Alset’s transfer agent VStock Transfer,
LLC at Attn: DWAC team, Email: DWAC@vstocktransfer.com prior to the Revised Deadline.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 31, 2023
ALSET
CAPITAL ACQUISITION CORP. |
|
|
|
By: |
/s/
Rongguo Wei |
|
Name:
|
Rongguo
Wei |
|
Title:
|
Chief
Financial Officer |
|
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