As
filed with the Securities and Exchange Commission on April 8, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-1
UNDER
THE
SECURITIES ACT OF 1933
HWH
International Inc. |
(Exact
Name of Registrant as Specified in its Charter) |
Delaware |
|
5122 |
|
87-3296100 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
No.) |
4800
Montgomery Lane, Suite 210
Bethesda,
MD
1-301-971-3955
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John
Thatch
Chief
Executive Officer
HWH
International Inc.
4800
Montgomery Lane, Suite 210
Bethesda,
MD 20814
1-301-971-3955
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Darrin
Ocasio, Esq.
Sichenzia
Ross Ference Carmel LLP
1185
Avenue of the Americas, 31st Floor
New
York, NY 10036
Telephone:
(212) 930-9700
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.
The
information in this prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these
securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted.
Subject
to Completion, dated April 8, 2024
PROSPECTUS
HWH
International Inc.
149,443
Shares of Common Stock
This
prospectus relates to the resale by the selling stockholders named in this prospectus from time to time of up to 149,443 shares of our
common stock, par value $0.0001 per share, issued pursuant to a Satisfaction and Discharge of Indebtedness Agreement (the “Satisfaction Agreement”), dated as of
December 18, 2023.
We
will not receive any proceeds from the sale of shares of common stock by the selling stockholders.
Our
registration of the shares of common stock covered by this prospectus does not mean that the selling stockholders will offer or sell
any of such shares of common stock. The selling stockholders named in this prospectus, or their donees, pledgees, transferees or other
successors-in-interest, may resell the shares of common stock covered by this prospectus through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at privately negotiated prices. For additional information on the possible
methods of sale that may be used by the selling stockholders, you should refer to the section of this prospectus entitled “Plan
of Distribution.”
No
underwriter or other person has been engaged to facilitate the sale of the common stock in this offering. We will bear all costs, expenses
and fees in connection with the registration of the common stock. The selling stockholders will bear all commissions and discounts, if
any, attributable to their sales of our common stock.
Our
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.
Investment
in our common stock involves a high degree of risk. See “Risk Factors” contained in this prospectus on page 5, in our
periodic reports filed from time to time with the Securities and Exchange Commission (the “SEC”), which are incorporated
by reference in this prospectus, and in any applicable prospectus supplement. You should carefully read this prospectus and the documents
we incorporate by reference, before you invest in our common stock.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy
of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is April , 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of the registration statement that we filed with the SEC pursuant to which the selling stockholders named herein may,
from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. As permitted by
the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained in this prospectus.
This
prospectus and the documents incorporated by reference into this prospectus include important information about us, the securities being
offered and other information you should know before investing in our securities. You should not assume that the information contained
in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though
this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to
read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making
your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus.
You
should rely only on this prospectus and the information incorporated or deemed to be incorporated by reference in this prospectus. We
have not, and the selling stockholders have not, authorized anyone to give any information or to make any representation to you other
than those contained or incorporated by reference in this prospectus. If anyone provides you with different or inconsistent information,
you should not rely on it. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy securities in
any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference in this prospectus were made solely for the benefit of the parties to such agreement, including, in
some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly,
such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Unless
otherwise indicated, information contained or incorporated by reference in this prospectus concerning our industry, including our general
expectations and market opportunity, is based on information from our own management estimates and research, as well as from industry
and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly
available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be
reasonable. In addition, assumptions and estimates of our and our industry’s future performance are necessarily uncertain due to
a variety of factors, including those described in “Risk Factors” beginning on page 5 of this prospectus. These and other
factors could cause our future performance to differ materially from our assumptions and estimates.
This
prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful
to do so. We are not making an offer to sell these securities in any state or jurisdiction where the offer or sale is not permitted.
PROSPECTUS
SUMMARY
This
summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information that you
should consider before deciding to invest in our securities. You should read this entire prospectus carefully, including the “Risk
Factors” section in this prospectus and under similar captions in the documents incorporated by reference into this prospectus.
In this prospectus, unless otherwise stated or the context otherwise requires, references to “HWH International,” “Company,”
“we,” “us,” “our” or similar references mean HWH International Inc. and/or our subsidiaries on a
consolidated basis.
Company
Overview
Our
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.
We
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.
Members
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 them.
Our
segments include:
HWH
Marketplace, which offers certain products manufactured by our affiliate companies, at a discounted price to our members. It
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
range. There are, however, certain limited products currently for sale at our Hapi Cafés, including spaghetti, a gig-economy business
book and certain skincare products.
Hapi
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. We intend
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.
Our
travel business is in the planning stage as we are
working with our affiliates to determine the market-by-market services. Through our travel business, we plan to offer exclusive
access to unpublished rates and discounts on air travel, cruises, car rentals, hotels, and resorts for members.
Hapi
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. We
have been 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.
Market
Opportunity
Following
the COVID-19 Pandemic, we believe people are looking for in-person community. By offering a social and business centric atmosphere at
our Hapi Cafés, we plan to leverage this deeply-rooted desire and build a membership organization, increase their familiarity
with and educate them about the products and services of our affiliates and how those products and services can help them in their own
individual pursuits of health, wealth and happiness.
Growth
Strategy
Our
strategy is to continuously grow our membership base, while displaying to our members the added benefits of the higher tiers of membership.
We will look to accomplish this by providing a comfortable in person setting of a Hapi Café for our customers in many more locations.
We also plan to continually expand our product offerings and the services our affiliate companies can provide in the belief that this
can serve to grow our membership base and have our members increasingly opt to avail themselves of membership options that offer them
larger discounts and other benefits on the products and services of our affiliates,
Corporate
Information
Our
mailing address is 4800 Montgomery Lane, Suite 210, Bethesda, MD, 20814. We were incorporated in Delaware on October 20, 2021 under the
name Alset Capital Acquisition Corp. 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 Company consummated a 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. The Company maintains a website at https://www.hwhintl.com.
THE OFFERING
Common
Stock to be Offered
by
the Selling Stockholders |
|
Up
to 149,443 shares of our common stock. |
|
|
|
Use
of Proceeds |
|
All
shares of our common stock offered by this prospectus are being registered for the account of the selling stockholders and we will
not receive any proceeds from the sale of these shares. See “Use of Proceeds” beginning on page 6 of this prospectus
for additional information. |
|
|
|
Plan
of Distribution |
|
The
selling stockholders named in this prospectus, or their pledgees, donees, transferees, distributees,
beneficiaries or other successors-in-interest, may offer or sell the shares of common stock
from time to time through public or private transactions at prevailing market prices, at
prices related to prevailing market prices or at privately negotiated prices. The selling
stockholders may also resell the shares of common stock to or through underwriters, broker-dealers
or agents, who may receive compensation in the form of discounts, concessions or commissions.
See
“Plan of Distribution” beginning on page 8 of this prospectus for additional information on the methods of sale that
may be used by the selling stockholders. |
|
|
|
Nasdaq
Global Market Symbol |
|
Our
common stock is listed on the Nasdaq Global Market LLC under the ticker symbol “HWH”. |
|
|
|
Risk
Factors |
|
Investing
in our common stock involves significant risks. See “Risk Factors” beginning on page 5 of this prospectus and the
documents incorporated by reference in this prospectus. |
RISK
FACTORS
An
investment in our common stock involves a high degree of risk. You should carefully consider the risks set forth under the section captioned
“Risk Factors” contained in our Annual Report on Form 10-K for the year ended November 30, 2023, which is incorporated by
reference into this prospectus, and in the other reports that we file with the SEC and incorporate by reference into this prospectus,
before deciding to invest in our common stock. The risks and uncertainties we have described are not the only ones we face.
If
any of the events described in these risk factors actually occurs, or if additional risks and uncertainties that are not presently known
to us or that we currently deem immaterial later materialize, then our business, prospects, results of operations and financial condition
could be materially adversely affected. In that event, the trading price of our securities could decline, and you may lose all or part
of your investment in our securities. The risks discussed include forward-looking statements, and our actual results may differ substantially
from those discussed in these forward-looking statements. See “Special Note Regarding Forward-Looking Statements.”
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, and any documents we incorporate by reference, contain certain forward-looking statements that involve substantial risks
and uncertainties. All statements contained in this prospectus and any documents we incorporate by reference, other than statements of
historical facts, are forward-looking statements including statements regarding our strategy, future operations, future financial position,
future revenue, projected costs, prospects, plans, objectives of management and expected market growth. These statements involve known
and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The
words “anticipate”, “believe”, “estimate”, “expect”, “intend”, “may”,
“plan”, “predict”, “project”, “target”, “potential”, “will”,
“would”, “could”, “should”, “continue” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements
include, among other things, statements about: the status, progress and results of our research programs; our ability to obtain regulatory
approvals for, and the level of market opportunity for, our product candidates; our business plans, strategies and objectives, including
plans to pursue collaboration, licensing or other similar arrangements or transactions; our expectations regarding our liquidity and
performance, including our expense levels, sources of capital and ability to maintain our operations as a going concern; the competitive
landscape of our industry; and general market, economic and political conditions.
These
forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our
forward-looking statements, so you should not place undue reliance on our forward-looking statements. Actual results or events could
differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these
forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect
our business, financial condition and operating results. We have included important factors in the cautionary statements included in
this prospectus that could cause actual future results or events to differ materially from the forward-looking statements that we make.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures
or investments we may make.
You
should read this prospectus with the understanding that our actual future results may be materially different from what we expect. We
do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise,
except as required by applicable law.
USE
OF PROCEEDS
All
shares of common stock offered by this prospectus are being registered for the account of the selling stockholders and we will not receive
any proceeds from the sale of these shares.
SELLING
STOCKHOLDERS
Unless
the context otherwise requires, as used in this prospectus, “selling stockholders” includes the selling stockholders listed
below and donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from
the selling stockholders as gifts, pledges or other non-sale related transfers.
We
have prepared this prospectus to allow the selling stockholders or their successors, assignees or other permitted transferees to sell
or otherwise dispose of, from time to time, up to 149,443 shares of our common stock.
Business
Combination
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.
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, is exempt from registration under the Securities Act of 1933, as amended (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 became payable to the underwriters from
the amounts held in the trust account solely in the event that the Company completed a business combination, subject to the terms of
the underwriting agreement.
On
December 18, 2023, the Company entered into the Satisfaction Agreement in connection with the Underwriting Agreement, dated January 31,
2022, with EF Hutton, pursuant to which EF Hutton 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 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 of
common stock 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 (24) months after the closing of the
business combination.
Pursuant
to the terms of the Satisfaction Agreement, we are required to file a registration statement on Form S-1 or other appropriate form registering
the resale of the shares of common stock issued to EF Hutton pursuant to the deferred underwriting commission.
Relationship
with the Selling Stockholders
EF
Hutton has been engaged in investment banking, advisory and other commercial dealings in the ordinary course of business with us for
which it has received customary compensation.
Information
About Selling Stockholders Offering
The
shares of common stock being offered by the selling stockholders are the 149,443 shares of common stock issued pursuant to the terms
of the Satisfaction Agreement. We are registering these shares in order to permit the selling stockholders to offer the shares for resale
from time to time.
The
table below lists the selling stockholders and other information regarding the ownership of the shares of common stock by the selling
stockholders. The second column lists the number of shares of common stock owned by the selling stockholders, based on their respective
ownership of the shares of common stock as of April 8, 2024 and securities convertible or exercisable into shares of common stock
within 60 days of April 8, 2024, assuming the exercise of the warrants held by each selling stockholder on that date, without
regard to any limitations on the exercise of the warrants. The third column lists the maximum number of shares of common stock being
offered in this prospectus by each selling stockholder. The fourth and fifth columns list the number of shares of common stock owned
after the offering and the percentage of outstanding common stock, assuming in both cases the exercise of the warrants held by that selling
stockholder, without regard to any limitations on the exercise of the warrants and the sale of all of the shares of common stock offered
by that selling stockholder pursuant to this prospectus.
Name of Selling Stockholder | |
Number of shares of common stock owned prior to offering | | |
Maximum number of shares of common stock to be sold pursuant to this Prospectus | | |
Number of shares of common stock owned after offering(1) |
| | Percentage
of common
stock owned
after
offering
|
|
EF Hutton, LLC (2) | |
| 0 | | |
| 149,443 | (1) | |
| 149,443 |
(1) | | |
* |
% |
*
Less than 1%.
(1) Assumes the sale of the maximum number of shares of common stock registered pursuant to this prospectus by such selling stockholder.
(2) The selling stockholder is a registered broker dealer with a registered address of EF Hutton, LLC, 590 Madison Avenue, 39th Floor, New York, New York 10022, and has sole voting and dispositive power over the securities held.
DESCRIPTION
OF SECURITIES TO BE REGISTERED
The
following summary of the rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to
our Articles of Incorporation and Bylaws, copies of which are filed as exhibits to our Annual Report on Form 10-K for the year ended
November 30, 2023, filed with the SEC on February 28, 2023, and the forms of securities, copies of which are filed as exhibits to the
registration statement of which this prospectus forms a part, which are incorporated by reference herein.
Authorized
Capital Stock
Our
authorized capital stock consists of 56,000,000 shares, consisting of 55,000,000 shares of common stock, and 1,000,000 shares of preferred
stock.
Common
Stock
The
holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders.
Holders
of our common stock are entitled to receive dividends or other distributions, if any, as may be declared from time to time by our board
of directors in its discretion out of funds legally available therefor and share equally on a per share basis in all such dividends and
other distributions. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders
of our common stock will be entitled to receive their ratable and proportionate share of the remaining assets of the Company.
Holders
of our common stock will have no cumulative voting rights, conversion, preemptive or other subscription rights and there are no sinking
fund or redemption provisions applicable to our common stock. The following description is a summary of the material provisions of our
capital stock. You should refer to our Articles of Incorporation and our Bylaws, each as amended to date, both of which are on file with
the SEC as exhibits to previous SEC filings, for additional information. The summary below is qualified by provisions of applicable law.
PLAN
OF DISTRIBUTION
The
selling stockholders, including their pledgees, donees, transferees, distributees, beneficiaries or other successors in interest may,
from time to time, offer some or all of the shares of common stock covered by this prospectus. We will not receive any of the proceeds
from the sale of the shares of common stock covered by this prospectus by the selling stockholders. We will bear all fees and expenses
incident to our obligation to register the shares of our common stock covered by this prospectus.
The
selling stockholders may sell all or a portion of the shares of common stock beneficially owned by them and offered hereby from time
to time directly or through one or more underwriters, broker-dealers or agents. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholders will be responsible for underwriting discounts or commissions or agent’s commissions.
The shares of common stock may be sold on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale, in the over-the-counter market or in transactions otherwise than on these exchanges or systems or in the
over-the-counter market and in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying
prices determined at the time of sale, or at privately negotiated prices. These sales may be effected in transactions, which may involve
crosses or block transactions.
The
selling stockholders may use any one or more of the following methods when disposing of shares:
● |
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
|
● |
block
trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block
as principal to facilitate the transaction; |
|
|
● |
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
● |
an
over-the-counter distribution; |
|
|
● |
an
exchange distribution in accordance with the rules of the applicable exchange; |
|
|
● |
privately
negotiated transactions; |
|
|
● |
short
sales effected after the effective date of the registration statement of which this prospectus is a part; |
|
|
● |
through
the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
|
|
● |
broker-dealers
may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share; |
|
|
● |
a
combination of any such methods of sale; or |
|
|
● |
any
other method permitted pursuant to applicable law. |
The
selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by
them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares
of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act, amending the list of the selling stockholders to include the selling stockholders’ pledgees, transferees,
or other successors in interest as selling stockholder under this prospectus. The selling stockholders also may transfer the shares of
common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial
owners for purposes of this prospectus.
In
connection with the sale of shares of our common stock, the selling stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they
assume. The selling stockholders may also sell shares of our common stock short and deliver these shares to close out their short positions,
or loan or pledge the common stock to broker-dealers that in turn may sell these shares. The selling stockholders may also enter into
option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require
the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
Broker-dealers
engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. If the selling stockholders effect
certain transactions by selling shares of common stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the selling stockholders or commissions from
purchasers of the shares of common stock for whom they may act as agent or to whom they may sell as principal. Such commissions will
be in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction will
not be in excess of a customary brokerage commission in compliance with applicable FINRA rules; and in the case of a principal transaction
a markup or markdown in compliance with applicable FINRA rules.
The
aggregate proceeds to the selling stockholders from the sale of the common stock offered by them will be the purchase price of the common
stock less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from
time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not
receive any of the proceeds from this offering.
The
selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conforms to the requirements of that rule.
The
selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the common stock may be deemed to
be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or
profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The selling stockholders
are subject to the prospectus delivery requirements of the Securities Act.
To
the extent required pursuant to Rule 424(b) under the Securities Act, the shares of our common stock to be sold, the names of the selling
stockholders, the purchase price and public offering price, the names of any agent, dealer or underwriter, and any applicable commissions
or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.
In
order to comply with the securities laws of some states, if applicable, the common stock may be sold in these jurisdictions only through
registered or licensed brokers or dealers. In addition, in some states, the common stock may not be sold unless it has been registered
or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
The
selling stockholders and any other person participating in a sale of the common stock registered under this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
thereunder, including, without limitation, to the extent applicable, Regulation M of the Exchange Act, which may limit the timing of
purchases and sales of any of the shares of common stock by the selling stockholders and any other participating person. All of the foregoing
may affect the marketability of the shares of common stock and the ability of any person or entity to engage in market-making activities
with respect to the shares of common stock. In addition, we will make copies of this prospectus (as it may be supplemented or amended
from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities
Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against
certain liabilities, including liabilities arising under the Securities Act.
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon by Sichenzia Ross Ference Carmel, LLP, New York, New York.
EXPERTS
The
consolidated financial statements of the Company as of and for the year ended November 30, 2023, included in our Annual Report on Form
10-K for the year ended November 30, 2023, have been audited by MaloneBailey, LLP, independent registered public accounting firm, as
stated in their report, and have been incorporated by reference herein in reliance on the report of such firm given upon their authority
as experts in accounting and auditing.
The
consolidated financial statements of the Company as of and for the year ended December 31, 2023 and December 31, 2022, respectively,
included in our Current Report on Form 8-K/A filed on March 25, 2024, have been audited by Grassi & Co., CPAs, P.C., independent
registered public accounting firm, as stated in their report, and have been incorporated by reference herein in reliance on the report
of such firm given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports,
proxy statements and other information with the SEC. The SEC maintains a website that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov/.
We
make available free of charge on or through our website at https://www.hwhintl.com/sec-filings, our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d)
of the Exchange Act as soon as reasonably practicable after we electronically file such material with or otherwise furnish it to the
SEC.
We
have filed with the SEC a registration statement under the Securities Act, relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional relevant information about us and the securities. This prospectus does
not contain all of the information set forth in the registration statement. You can obtain a copy of the registration statement for free
at www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Certain Information By Reference”
are also available on our website, https://www.hwhintl.com/sec-filings.
We
have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of
this prospectus.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” the information we have filed with it, which means that we can disclose important
information to you by referring you to those documents. The information we incorporate by reference is an important part of this prospectus,
and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference
the documents listed below and any future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we
file with the SEC pursuant to Sections l3(a), l3(c), 14 or l5(d) of the Exchange Act subsequent to the date of this prospectus and prior
to the termination of the offering:
● |
our
Annual Report on Form 10-K for the year ended November 30, 2023, filed on February 28, 2024; |
|
|
● |
our
Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2023, filed on October 16, 2023; |
|
|
● |
our
Current Reports on Form 8-K filed on March 11, 2024 and March 25, 2024 (other than any portions thereof deemed furnished and not
filed); and |
|
|
● |
our
Form 8-A12B, filed on January 27, 2022. |
All
filings filed by us pursuant to the Exchange Act after the date of the initial filing of this registration statement and prior to the
effectiveness of such registration statement (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) shall also
be deemed to be incorporated by reference into the prospectus.
You
should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide
you with different information. Any statement contained in a document incorporated by reference into this prospectus will be deemed to
be modified or superseded for the purposes of this prospectus to the extent that a later statement contained in this prospectus or in
any other document incorporated by reference into this prospectus modifies or supersedes the earlier statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. You should not assume
that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents
incorporated by reference in this prospectus.
We
will provide without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of any
or all of the reports or documents that have been incorporated by reference in this prospectus but not delivered with this prospectus
(other than an exhibit to these filings, unless we have specifically incorporated that exhibit by reference in this prospectus). Any
such request should be addressed to us at:
HWH
International Inc.
Attn:
Corporate Secretary
4800
Montgomery Lane, Suite 210
Bethesda,
MD 20814
1-301-971-3955
You
may also access the documents incorporated by reference in this prospectus through our website at https://www.hwhintl.com/sec-filings.
Except for the specific incorporated documents listed above, no information available on or through our website shall be deemed to be
incorporated in this prospectus or the registration statement of which it forms a part.
149,443
Shares of Common Stock
COMMON
STOCK
PROSPECTUS
PART
II:
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution
The
following table sets forth the various costs and expenses payable by us in connection with the sale of the securities being registered.
All such costs and expenses shall be borne by us. Except for the SEC registration fee, all the amounts shown are estimates.
SEC registration fee | |
$ | 20 | |
Legal fees and expenses | |
| 35 | |
Accounting fees and expenses | |
| 25 | |
| |
| | |
Total | |
$ | 80 | |
Item
14. Indemnification of Directors and Officers
Our
certificate of incorporation will provide that our officers and directors will be indemnified by us to the fullest extent authorized
by Delaware law, as it now exists or may in the future be amended. In addition, our certificate of incorporation will provide that our
directors will not be personally liable for monetary damages to us or our stockholders for breaches of their fiduciary duty as directors,
unless they violated their duty of loyalty to us or our stockholders, acted in bad faith, knowingly or intentionally violated the law,
authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived an improper personal benefit
from their actions as directors.
We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our certificate of incorporation. Our bylaws also permit us to secure insurance on behalf of any officer, director or
employee for any liability arising out of his or her actions, regardless of whether Delaware law would permit such indemnification. We
have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the
cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers
and directors.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.
We
believe that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary
to attract and retain talented and experienced officers and directors.
Item
15. Recent Sales of Unregistered 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 Offering (excluding the placement units and underlying securities).
On
February 3, 2022, we consummated our Offering of an aggregate of 8,625,000 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.
Simultaneously
with the consummation of the Offering, the Company consummated the private placement of 473,750 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 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.
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 became payable to the underwriters from
the amounts held in the trust account solely in the event that the Company complete a business combination, subject to the terms of the
underwriting agreement.
On
December 18, 2023, the Company entered into the Satisfaction Agreement, pursuant to which EF Hutton will accept 149,443 shares of the
Company’s common stock, excluding additional compensation, as full satisfaction of the deferred underwriting commission.
Item
16. Exhibits and Financial Statement Schedules.
The
list of exhibits following the signature page of this registration statement is incorporated by reference herein.
Item
17. Undertakings
The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided,
however, that:
Paragraphs
(1)(i), (1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4)
The undersigned registrant hereby undertakes that:
(i)
For purposes of determining any liability under the Securities Act, the information omitted from a form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act, shall be deemed to be part of this registration statement as of the time it was
declared effective.
(ii)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(5)
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(6)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
|
|
|
1.1 |
|
Underwriting
Agreement, incorporated by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on
February 8, 2022 |
2.1 |
|
Merger
Agreement dated September 9, 2022 by and among Alset Capital Acquisition Corp., HWH Merger Sub, Inc. and HWH International Inc.,
incorporated by reference to Exhibit 2.1 to Form 8-K filed with the SEC on September 12, 2022. |
3.1 |
|
Amended
and Restated Certificate of Incorporation dated February 2, 2022, incorporated by reference to Exhibit 3.1 of the Registrant’s
Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
3.2 |
|
By
Laws, incorporated by reference to Exhibit 3.3 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on
January 13, 2022. |
3.3 |
|
Amendment
to the Amended and Restated Certificate of Incorporation of Alset Capital Acquisition Corp., dated May 2, 2023, incorporated by reference
to Exhibit 3.1 of the registrant’s current report on Form 8-K filed with the SEC on May 3, 2023. |
3.4 |
|
Amendment
to Certificate of Incorporation, incorporated by reference to the registrant’s current report on Form 8-K filed with the SEC
on November 3, 2023. |
4.1 |
|
Specimen
Unit Certificate, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022 |
4.2 |
|
Specimen
Class A Common Stock Certificate, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form
S-1 filed with the SEC on January 13, 2022 |
4.3 |
|
Specimen
Warrant Certificate, incorporated by reference to Exhibit 4.3 of the Registrant’s Registration Statement on Form S-1 filed
with the SEC on January 13, 2022 |
4.4 |
|
Specimen
Right Certificate, incorporated by reference to Exhibit 4.4 of the Registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022 |
4.5 |
|
Warrant
Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K/A filed with the SEC on February 8, 2022 |
4.6 |
|
Rights
Agreement between Vstock Transfer LLC and the Registrant, incorporated by reference to Exhibit 4.2 of the Registrant’s Current
Report on Form 8-K/A filed with the SEC on February 8, 2022 |
5.1* |
|
Opinion
of Sichenzia Ross Ference Carmel LLP |
10.1 |
|
Letter
Agreement among the Registrant and our officers, directors and Alset Management Group, Inc., incorporated by reference to Exhibit
10.1 of the Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
10.2 |
|
Promissory
Note, dated November 8, 2021, issued to Alset Acquisition Sponsor LLC, incorporated by reference to Exhibit 10.2 of the Registrant’s
Registration Statement on Form S-1 filed with the SEC on January 13, 2022. |
10.3 |
|
Investment
Management Trust Agreement between Wilmington Trust Company and the Registrant, incorporated by reference to Exhibit 10.2 of the
Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
10.4 |
|
Registration
Rights Agreement between the Registrant and certain security holders, incorporated by reference to Exhibit 10.3 of the Registrant’s
Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
10.5 |
|
Securities
Subscription Agreement, dated November 8, 2021, between the Registrant and Alset Acquisition Sponsor LLC, incorporated by reference
to Exhibit 10.5 of the Registrant’s Registration Statement on Form S-1 filed with the SEC on January 13, 2022. |
10.6 |
|
Placement
Unit Purchase Agreement between the Registrant and Alset Acquisition Sponsor, LLC, incorporated by reference to Exhibit 10.4 of the
Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022. |
10.7 |
|
Form
of Indemnity Agreement, incorporated by reference to Exhibit 10.7 of the Registrant’s Registration Statement on Form S-1 filed
with the SEC on January 13, 2022. |
10.8 |
|
Administrative
Support Agreement by and between the Registrant and Alset Management Group, Inc., incorporated by reference to Exhibit 10.6 of the
Registrant’s Current Report on Form 8-K/A filed with the SEC on February 8, 2022 |
10.9 |
|
Sponsor
Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp. and each of the Persons set forth on
Schedule I attached thereto, incorporated by reference to Exhibit 10.1 to Form 8-K filed with the SEC on September 12, 2022. |
10.10 |
|
Shareholder
Support Agreement dated as of September 9, 2022, by and among Alset Capital Acquisition Corp., HWH International Inc. and each of
the Persons set forth on Schedule I attached thereto, incorporated by reference to Exhibit 10.2 to Form 8-K filed with the SEC on
September 12, 2022. |
10.11 |
|
Amendment
No. 1 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report
on Form 8-K filed with the SEC on May 3, 2023. |
10.12 |
|
Form
of Forward Share Purchase Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.1 of the registrant’s current
report on Form 8-K filed with the SEC on July 31, 2023. |
10.13 |
|
Form
of FPA Funding Amount PIPE Subscription Agreement, dated July 30, 2023, incorporated by reference to Exhibit 10.2 of the registrant’s
current report on Form 8-K filed with the SEC on July 31, 2023. |
10.14 |
|
Amendment
No. 2 to Investment Management Trust Agreement, incorporated by reference to Exhibit 10.1 of the registrant’s current report
on Form 8-K filed with the SEC on November 3, 2023. |
10.15 |
|
Satisfaction
and Discharge Agreement, dated December 18, 2023, incorporated by reference to Exhibit 10.3 of the registrant’s current report
on Form 8-K filed with the SEC on January 12, 2024. |
21 |
|
Subsidiaries
of the Company, incorporated by reference to Exhibit 21 of the registrant’s annual report on Form 10-K filed with the SEC on
February 28, 2024. |
23.1* |
|
Auditor Consent of MaloneBailey, LLP., independent registered public accounting firm. |
23.2* |
|
Auditor Consent of Grassi & Co., CPAs, P.C., independent registered public accounting firm. |
23.3* |
|
Consent
of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1). |
24.1 |
|
Power
of Attorney (included on signature page of Registration Statement). |
99.1 |
|
Audit
Committee Charter, incorporated by reference to Exhibit 99.1 of the registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022. |
99.2 |
|
Compensation
Committee Charter, incorporated by reference to Exhibit 99.2 of the registrant’s Registration Statement on Form S-1 filed with
the SEC on January 13, 2022. |
107* |
|
Filing
Fee Table |
* Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on the 5th day of
April, 2024.
HWH
International Inc. |
|
|
|
|
By: |
/s/
Rongguo (Ronald) Wei |
|
Name: |
Rongguo
(Ronald) Wei |
|
Title: |
Chief
Financial Officer |
|
POWER
OF ATTORNEY
Each
of the undersigned officers and directors of HWH International Inc., a Delaware corporation, hereby constitutes and appoints John Thatch
and Rongguo (Ronald) Wei and each of them, severally, as his or her attorney-in-fact and agent, with full power of substitution and resubstitution,
in his or her name and on his or her behalf, to sign in any and all capacities this registration statement and any and all amendments
(including post-effective amendments) and exhibits to this registration statement and any and all applications and other documents relating
thereto, with the SEC, with full power and authority to perform and do any and all acts and things whatsoever which any such attorney
or substitute may deem necessary or advisable to be performed or done in connection with any or all of the above described matters, as
fully as each of the undersigned could do if personally present and acting, hereby ratifying and approving all acts of any such attorney
or substitute.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
/s/
John Thatch |
|
Chief
Executive Officer |
|
April
8, 2024 |
John
Thatch |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Rongguo (Ronald) Wei |
|
Chief
Financial Officer |
|
April
8, 2024 |
Rongguo
(Ronald) Wei |
|
(Principal
Financial Officer and
Principal
Accounting Officer) |
|
|
|
|
|
|
|
/s/
Wong Shui Yeung (Frankie) |
|
Director |
|
April
8, 2024 |
Wong
Shui Yeung (Frankie) |
|
|
|
|
|
|
|
|
|
/s/
William Wu |
|
Director |
|
April
8, 2024 |
William
Wu |
|
|
|
|
|
|
|
|
|
/s/
Wong Tat Keung (Aston) |
|
Director |
|
April
8, 2024 |
Wong
Tat Keung (Aston) |
|
|
|
|
|
|
|
|
|
/s/
Heng Fai Ambrose Chan |
|
Director |
|
April
8, 2024 |
Heng
Fai Ambrose Chan |
|
|
|
|
Exhibit 5.1
![](https://www.sec.gov/Archives/edgar/data/1897245/000149315224013944/ex5-1_001.jpg)
April
8, 2024
HWH
International Inc.
4800
Montgomery Lane, Suite 210
Bethesda,
MD 20814
Re:
Common Stock registered under Registration Statement on Form S-1
Ladies
and Gentlemen:
HWH
International Inc., a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission (the “SEC”)
a Registration Statement on Form S-1 (the “Registration Statement”) for the purpose of registering for resale under the Securities
Act of 1933, as amended (the “Securities Act”), by the selling stockholder named in the prospectus contained in the Registration
Statement an aggregate of 149,443 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common
Stock”).
We
have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we
have deemed necessary or advisable for the purpose of rendering this opinion.
In
rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted
to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals,
(iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal
capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate
and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based
upon the foregoing, and subject to the additional qualifications set forth below, we advise you that, in our opinion, as of the date
hereof, the Shares will be validly issued, fully paid and non-assessable.
Without
limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the
applicability or effect of the laws of any jurisdiction other than the corporate laws of the State of Delaware and the laws of the State
of New York, as currently in effect (based solely upon our review of a standard compilation thereof). This opinion letter deals only
with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein
from any matter addressed in this opinion letter.
We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name therein.
In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities
Act.
|
Very truly yours, |
|
|
|
/s/ Sichenzia Ross Ference Carmel
LLP |
|
Sichenzia Ross Ference Carmel LLP |
1185
AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036
T
(212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit
23.1
![](https://www.sec.gov/Archives/edgar/data/1897245/000149315224013944/ex23-1_001.jpg)
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 28, 2024 with respect
to the audited consolidated financial statements of HWH International Inc. formerly known as Alset Capital Acquisition Corp (the “Company”)
as of November 30, 2023 and 2022 and for the years then ended. Our report contains an explanatory paragraph regarding the Company’s
ability to continue as a going concern.
We
also consent to the references to us under the heading “Experts” in such Registration Statement.
/s/
MaloneBailey, LLP
www.malonebailey.com
Houston,
Texas
April
8, 2024
Exhibit
23.2
![](https://www.sec.gov/Archives/edgar/data/1897245/000149315224013944/ex23-2_001.jpg)
Consent
of Independent Registered Public Accounting Firm
We
hereby consent to the incorporation by reference in this Form S-1 of our report, dated March 25, 2024, with respect to our audits of
the consolidated financial statements of HWH International Inc. and Subsidiaries as of December 31, 2023 and 2022 and for the years then
ended. Our report included an emphasis of matter paragraph relating to the restatement of the 2022 consolidated financial statements.
We also consent to the reference to our firm under the heading “Experts” appearing therein.
![](https://www.sec.gov/Archives/edgar/data/1897245/000149315224013944/ex23-2_003.jpg)
Grassi
& Co., CPAs, P.C.
Jericho,
New York
April
8, 2024
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-1
(Form
Type)
HWH
International Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Table
1: Newly Registered and Carry Forward Securities
| |
Security Type | |
Security Class Title | |
Fee Calculation or Carry Forward Rule | |
Amount Registered (1) | | |
Proposed Maximum Offering Price per Share (2) | | |
Maximum Aggregate Offering Price (1) | | |
Fee Rate | | |
Amount of Registration Fee | | |
Carry Forward Form Type | | |
Carry Forward File Number | | |
Carry Forward Initial Effective Date | | |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward | |
Newly Registered Securities |
Fees to be Paid | |
Equity | |
Common Stock, par value $0.0001 per share | |
Rule 457(c) | |
| 149,443 | | |
$ | 0.88 | | |
$ | 131,509.84 | | |
$ | 147.60 per million | | |
$ | 19.41 | | |
| - | | |
| - | | |
| - | | |
| - | |
Fees Previously Paid | |
- | |
- | |
- | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Carry Forward Securities |
Carry Forward Securities | |
- | |
- | |
- | |
| - | | |
| | | |
| - | | |
| | | |
| | | |
| - | | |
| - | | |
| - | | |
| - | |
| |
Total Offering Amounts | | | |
| | | |
$ | 131,509.84 | | |
| | | |
$ | 19.41 | | |
| | | |
| | | |
| | | |
| | |
| |
Total Fees Previously Paid | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| | | |
| | |
| |
Total Fee Offsets | |
| | | |
| | | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| | | |
| | |
| |
Net Fee Due | |
| | | |
| | | |
| | | |
| | | |
$ | 19.41 | | |
| | | |
| | | |
| | | |
| | |
(1) |
Pursuant
to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional
securities that may be offered, issued or become issuable in connection with any stock split, stock dividend or similar transaction
or pursuant to anti-dilution provisions of any of the securities. |
(2) |
Estimated
solely for the purpose of calculation of the registration fee pursuant to Rule 457(c) under the Securities Act based on a per share
price of $0.88, the average of the high and low reported sales prices of the registrant’s common stock on the Nasdaq Capital
Market on April 1, 2024. |
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