As filed with the Securities and Exchange Commission on May 20, 2024 Registration No. 333-278560 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 2 UNDER THE SECURITIES ACT OF 1933 (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 HWH International Inc. (Exact Name of Re ...

As filed with the Securities and Exchange Commission on May 20, 2024 Registration No. 333-278560 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 2 UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) Delaware 5122 87-3296100 (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 telepho ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File No. 001-41254 HWH INTERNATIONAL INC. (Exact name of registrant as specified in its charter) Delaware 87-3296100 (State o ...

As filed with the Securities and Exchange Commission on May 3, 2024 Registration No. 333-278560 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 1 UNDER THE SECURITIES ACT OF 1933 HWH International Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 5122 87-3296100 (I.R.S. Employer Identification No.) 4800 Montgomery Lane, Su ...

As filed with the Securities and Exchange Commission on May 3, 2024 Registration No. 333-278560 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1/A Amendment No. 1 UNDER THE SECURITIES ACT OF 1933 HWH International Inc. (Exact Name of Registrant as Specified in its Charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Delaware 5122 87-3296100 (I.R.S. Employer Identification No.) 4800 Montgomery Lane, Su ...

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) (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 ...

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) (State or other jurisdiction of incorporation or organization) Delaware 5122 87-3296100 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer 4800 Montgomery Lane, Suite 210 Bethesda, MD 1-301-971-3955 (Addre ...

Operations and Financial Status - As of November 30, 2023, the company had not commenced any operations and generated no operating revenues prior to the completion of its initial Business Combination[73]. - As of November 30, 2023, the company had $585,654 in cash and a working capital deficit of $134,421[89]. - For the years ended November 30, 2023 and 2022, the company reported net income of $548,873 and $113,541, respectively[93]. - The company has no long-term debt obligations or liabilities as of November 30, 2023[94]. - As of November 30, 2023, the Company reported no off-balance sheet arrangements[103]. Initial Public Offering and Business Combination - The company completed its Initial Public Offering on February 3, 2022, raising approximately $86.2 million, with $87,112,500 placed in the Trust Account[76]. - The total consideration for the Merger with HWH International Inc. was $125 million, payable in 12,500,000 shares of common stock valued at $10.00 each[87]. - The company has until February 3, 2024, to complete its initial Business Combination, with the possibility of extending this period[82][83]. - Class A Common Stock stockholders redeemed 6,648,964 shares for approximately $68.4 million held in the Trust Account[81]. - The Company paid a cash underwriting discount of $0.20 per Unit, totaling $1,725,000, and a deferred fee of $0.35 per Unit, amounting to $3,018,750, contingent upon completing a Business Combination[98]. Administrative and Compliance Costs - The company agreed to pay the Sponsor $10,000 per month for administrative services, which will cease upon completion of the initial Business Combination[95]. - The company expects to incur increased expenses due to being a public company, including legal and compliance costs[92]. Economic and Regulatory Environment - The Company does not believe that inflation had a material impact on its business, revenues, or operating results during the reported period[104]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements applicable to other public companies[105]. - The Company has elected not to opt out of the extended transition period for new or revised financial accounting standards, which may affect comparability with other public companies[106].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the fiscal year ended November 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________ Commission File Number: 001-41254 ALSET CAPITAL ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | 87-3296100 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) ...