お知らせ • Jan 09
HWH International Inc. completed the acquisition of Alset Capital Acquisition Corp. (NasdaqGM:ACAX) from Alset Acquisition Sponsor, LLC, Yakira Capital Management, Inc., Wolverine Asset Management LLC and others in a reverse merger transaction.
HWH International Inc. executed an non-binding letter of intent to acquire Alset Capital Acquisition Corp. (NasdaqGM:ACAX) from Alset Acquisition Sponsor, LLC, Yakira Capital Management, Inc., Wolverine Asset Management LLC and others in a reverse merger transaction on July 28, 2022. HWH International Inc. executed an agreement to acquire Alset Capital Acquisition Corp. from Alset Acquisition Sponsor, LLC, Yakira Capital Management, Inc., Wolverine Asset Management LLC and others for approximately $120 million in a reverse merger transaction on September 9, 2022. Upon consummation of the Business Combination, the existing stockholders of ACAX will receive one common share of HWH for every 10 of ACAX’s rights and ACAX’s warrants will become exercisable for HWH’s common shares at $11.50 per share. All of the outstanding units representing all of the company membership interests of HWH will be cancelled in exchange for the right to receive 12,500,000 shares of ACAX common stock. Upon the closing of the Business Combination, the combined company is expected to operate under the name HWH International Inc. and remain a NASDAQ-listed public company trading under a new ticker symbol. HWH’s executive management team will continue to lead the combined company. There can be no assurance that the combined company will remain listed on NASDAQ.
The transaction is subject to regulatory and stockholder approval by the stockholders of ACAX and the stockholder of HWH, the Registration Statement shall have become effective under the Securities Act of 1933, the aggregate cash available to ACAX at the Closing being at least $30 million, ACAX shall have at least $5,000,001 in net tangible assets, all Ancillary Agreements shall have been executed by all parties, all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and with any other governmental authority shall have been completed and cleared and the satisfaction of certain other customary closing conditions. The transaction has been approved by the Board of ACAX and HWH International. On November 7, 2022, the shareholders of Alset International Limited unanimously approved the transaction. The Business Combination was approved at a special meeting of Alset’s stockholders on August 1, 2023. The deal is expected to be consummated in the fourth quarter of 2022. As of May 1, 2023, Alset Capital Acquisition Corp held a Special Meeting of Stockholders and Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination up to six (6) times, each such extension for an additional one month period, from May 3, 2023, to November 3, 2023 (the “Extension Proposal”). As of October 20, 2023, the date by which the Company has to consummate a business combination was further extended from November 3, 2023, to February 3, 2024. All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital for HWH.
EF Hutton, division of Benchmark Investments, LLC, is serving as capital markets advisor to ACAX. Darrin M. Ocasio of Sichenzia Ross Ference LLP is serving as legal advisor to ACAX and Alset Acquisition Sponsor, LLC. Matthew C. McMurdo of McMurdo Law Group, LLC acted as legal advisor to HWH. VStock Transfer, LLC acted as transfer agent to ACAX. Martin Hanan of ValueScope, Inc. was engaged to advise the Board of Directors of ACAX and the Board of Directors of Alset International Limited as to the concluded range and fairness of a potential purchase transaction, ACAX has engaged Advantage Proxy, Inc. to assist in the solicitation of proxies for the Special Meeting for a fee of $12,500, plus expenses estimate to be $1,500. ValueScope is to receive a fee of $65,000 for its services as Opinion provider. Broadridge Financial Services, Inc. acted as proxy solicitor to ACAX for a fee of $21,017.04, plus disbursements for such services.
HWH International Inc. completed the acquisition of Alset Capital Acquisition Corp. (NasdaqGM:ACAX) from Alset Acquisition Sponsor, LLC, Yakira Capital Management, Inc., Wolverine Asset Management LLC and others in a reverse merger transaction on January 8, 2024. The common stock of the combined company is expected to begin trading on The Nasdaq Global Market under the new ticker symbol “HWH” on January 9, 2024.