Full Press Release Details
CAPITAL ACQUISITION CORP.
| August 31, | November 30, | |||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 812,293 | $ | 1,172,581 | ||||
| Due from Sponsor | 3,863 | 13,000 | ||||||
| Other current assets | 285,000 | 9,043 | ||||||
| Total current assets | 1,101,156 | 1,194,624 | ||||||
| Cash and marketable securities held in Trust Account | 20,977,754 | 88,102,610 | ||||||
| Total assets | $ | 22,078,910 | $ | 89,297,234 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 524,377 | $ | 376,541 | ||||
| Extension Loan - Related Party | 205,305 | - | ||||||
| Total current liabilities | 729,682 | 376,541 | ||||||
| Deferred underwriting compensation | 3,018,750 | 3,018,750 | ||||||
| Total liabilities | 3,748,432 | 3,395,291 | ||||||
| Temporary equity: | ||||||||
| Class A common stock subject to possible redemption; 1,976,036 and 8,625,000 shares (at approximately $10.32 and $10.20 per share) as of August 31, 2023 and November 30, 2022 | 20,382,965 | 87,934,212 | ||||||
| Stockholders' deficit: | ||||||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | - | ||||||
| Class A common stock, $0.0001 par value; 50,000,000 shares authorized; 473,750 issued and outstanding (excluding 1,976,036 and 8,625,000 shares subject to possible redemption as of August 31, 2023 and November 30, 2022, respectively) | 47 | 47 | ||||||
| Class B common stock, $0.0001 par value; 5,000,000 shares authorized; 2,156,250 shares issued and outstanding as of August 31, 2023 and November 30, 2022 | 216 | 216 | ||||||
| Additional paid-in capital | - | - | ||||||
| Accumulated deficit | (2,052,750 | ) | (2,032,532 | ) | ||||
| Total stockholders' deficit | (2,052,487 | ) | (2,032,269 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 22,078,910 | $ | 89,297,234 |
accompanying notes are an integral part of these unaudited financial statements.
CAPITAL ACQUISITION CORP.
| For the Three | For the Three | |||||||
| Months Ended | Months Ended | |||||||
| August 31, 2023 | August 31, 2022 | |||||||
| EXPENSES | ||||||||
| Administration fee - related party | $ | 30,000 | $ | 30,000 | ||||
| General and administrative | 315,777 | 87,454 | ||||||
| Franchise Tax | 50,000 | 50,000 | ||||||
| TOTAL EXPENSES | 395,777 | 167,454 | ||||||
| OTHER INCOME | ||||||||
| Investment income earned on cash and marketable securities held in Trust Account | 264,876 | 289,586 | ||||||
| TOTAL OTHER INCOME | 264,876 | 289,586 | ||||||
| Pre-tax income (loss) | (130,901 | ) | 122,132 | |||||
| Income tax expense | 45,124 | - | ||||||
| Net income (loss) | $ | (176,025 | ) | $ | 122,132 | |||
| Weighted average number of shares of Class A common stock outstanding, basic and diluted | 2,449,786 | 9,098,750 | ||||||
| Basic and diluted net income (loss) per share of Class A common stock | $ | (0.04 | ) | $ | 0.01 | |||
| Weighted average number of shares of Class B common stock outstanding, basic and diluted | 2,156,250 | 2,156,250 | ||||||
| Basic and diluted net income (loss) per share of Class B common stock | $ | (0.04 | ) | $ | 0.01 |
accompanying notes are an integral part of these unaudited financial statements.
CAPITAL ACQUISITION CORP.
| For the Nine | For the Nine | |||||||
| Months Ended | Months Ended | |||||||
| August 31, 2023 | August 31, 2022 | |||||||
| EXPENSES | ||||||||
| Administration fee - related party | $ | 90,000 | $ | 70,000 | ||||
| General and administrative | 540,847 | 153,751 | ||||||
| Franchise Tax | 155,000 | 118,398 | ||||||
| TOTAL EXPENSES | 785,847 | 342,149 | ||||||
| OTHER INCOME | ||||||||
| Investment income earned on cash and marketable securities held in Trust Account | 1,940,734 | 356,799 | ||||||
| TOTAL OTHER INCOME | 1,940,734 | 356,799 | ||||||
| Pre-tax income | 1,154,887 | 14,650 | ||||||
| Income tax expense | 375,004 | - | ||||||
| Net income | $ | 779,883 | $ | 14,650 | ||||
| Weighted average number of shares of Class A common stock outstanding, basic and diluted | 6,138,262 | 6,940,287 | ||||||
| Basic and diluted net income (loss) per share of Class A common stock | $ | 0.09 | $ | (0.00 | ) | |||
| Weighted average number of shares of Class B common stock outstanding, basic and diluted | 2,156,250 | 2,156,250 | ||||||
| Basic and diluted net income (loss) per share of Class B common stock | $ | 0.09 | $ | (0.00 | ) |
accompanying notes are an integral part of these unaudited financial statements.
CAPITAL ACQUISITION CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' (DEFICIT) EQUITY
THE NINE MONTHS ENDED AUGUST 31, 2023 AND AUGUST 31, 2022
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at November 30, 2022 | 473,750 | $ | 47 | 2,156,250 | $ | 216 | $ | - | $ | (2,032,532 | ) | $ | (2,032,269 | ) | ||||||||||||||
| Remeasurement of Class A common stock to redemption value | - | - | - | - | - | (594,796 | ) | (594,796 | ) | |||||||||||||||||||
| Extension Loan | - | - | - | - | - | (205,305 | ) | (205,305 | ) | |||||||||||||||||||
| Net income | - | - | - | - | - | 779,883 | 779,883 | |||||||||||||||||||||
| Balance at August 31, 2023 | 473,750 | $ | 47 | 2,156,250 | $ | 216 | $ | - | $ | (2,052,750 | ) | $ | (2,052,487 | ) |
| Class A | Class B | Additional | ||||||||||||||||||||||||||
| Common Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance at November 30, 2021 | - | $ | - | 2,156,250 | $ | 216 | $ | 24,784 | $ | (5,000 | ) | $ | 20,000 | |||||||||||||||
| Issuance of Shares at Initial Public Offering | 8,625,000 | 863 | - | - | 86,249,137 | - | 86,250,000 | |||||||||||||||||||||
| Deferred underwriting compensation | - | - | - | - | (3,018,750 | ) | - | (3,018,750 | ) | |||||||||||||||||||
| Sale of Private Placement Units | 473,750 | 47 | - | - | 4,737,453 | - | 4,737,500 | |||||||||||||||||||||
| Underwriter's fees and other issuance costs | - | - | - | - | (2,200,348 | ) | - | (2,200,348 | ) | |||||||||||||||||||
| Remeasurement of Class A common stock to redemption value | (8,625,000 | ) | (863 | ) | - | - | (87,111,637 | ) | - | (87,112,500 | ) | |||||||||||||||||
| Class A Common Stock Measurement Adjustment | - | - | - | - | (1,319,361 | ) | (1,476,160 | ) | (156,799 | ) | ||||||||||||||||||
| Net income | - | - | - | - | - | 14,650 | 14,650 | |||||||||||||||||||||
| Balance at August 31, 2022 | 473,750 | $ | 47 | 2,156,250 | $ | 216 | $ | - | $ | (1,466,510 | ) | $ | (1,466,247 | ) |
accompanying notes are an integral part of these unaudited financial statements.
CAPITAL ACQUISITION CORP.
| For the Nine | For the Nine | |||||||
| Months Ended | Months Ended | |||||||
| August 31, 2023 | August 31, 2022 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | 779,883 | $ | 14,650 | ||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Investment income earned on cash and marketable securities held in Trust Account | (1,940,734 | ) | (356,799 | ) | ||||
| Formation and organization costs paid by related parties | - | 5,000 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | (285,000 | ) | (50,000 | ) | ||||
| Other current assets | 9,043 | (36,314 | ) | |||||
| Accounts payable and accrued expenses | 147,836 | 237,618 | ||||||
| Net Cash Used in Operating Activities | (1,288,972 | ) | (185,845 | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Cash withdrawn from Trust Account for taxes | 919,547 | - | ||||||
| Due from Sponsor | - | (6,500 | ) | |||||
| Cash withdrawn from Trust Account for redemptions | 68,351,348 | - | ||||||
| Cash deposited into Trust Account | (205,305 | ) | (87,112,500 | ) | ||||
| Net Cash Provided By (Used in) Investing Activities | 69,065,590 | (87,119,000 | ) | |||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of Units in Public Offering, net of underwriting fee | - | 84,525,000 | ||||||
| Repayment of Class A Common Stock | (68,351,348 | ) | - | |||||
| Proceeds from sale of Private Placement Units | - | 4,737,500 | ||||||
| Due from Sponsor | 9,137 | - | ||||||
| Proceeds from extension loan | 205,305 | - | ||||||
| Proceeds from related party advances | 33,475 | - | ||||||
| Repayment of related party advances | (33,475 | ) | (211,153 | ) | ||||
| Payment of offering costs | - | (289,195 | ) | |||||
| Net Cash Provided by (Used in) Financing Activities | (68,136,906 | ) | 88,762,152 | |||||
| Net change in cash | (360,288 | ) | 1,457,307 | |||||
| Cash at beginning of period | 1,172,581 | 50,000 | ||||||
| Cash at end of period | $ | 812,293 | $ | 1,507,307 | ||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Deferred underwriters' commissions charged to temporary equity in connection with the Initial Public Offering | $ | - | $ | 3,018,750 | ||||
| Initial classification of Class A Common Stock subject to redemption | $ | - | $ | 87,112,500 | ||||
| Remeasurement of Class A Common Stock subject to redemption | $ | 594,796 | $ | 1,319,361 | ||||
| Extension funds attributable to common stock subject to redemption | $ | 205,305 | $ | - |
accompanying notes are an integral part of these unaudited financial statements.
CAPITAL ACQUISITION CORP.
to the UNAUDITED financial statements
1 - DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND LIQUIDITY
Capital Acquisition Corp. (the "Company") was incorporated in Delaware on October 20, 2021. 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 "Business Combination"). The Company is not limited to a particular industry or sector for
purposes of consummating a Business Combination. 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.
of August 31, 2023, the Company has not commenced any operations. All activity for the period from October 20, 2021 (inception) through
August 31, 2023 relates to the Company's formation and the initial public offering ("Initial Public Offering"), which
is described below and the pursuit of a suitable acquisition candidate. The Company will not generate any operating revenues until after
the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest
income from the proceeds derived from the Initial Public Offering. The Company has selected November 30 as its fiscal year end.
September 9, 2022, the Company entered into an agreement and plan of merger (the "Merger Agreement") by and among the Company,
HWH International Inc., a Nevada corporation ("HWH") and HWH Merger Sub Inc., a Nevada corporation and a wholly owned subsidiary
of the Company ("Merger Sub"). The Company and Merger Sub are sometimes referred to collectively as the "ACAX Parties."
Pursuant to the Merger Agreement, a business combination between the Company and HWH will be effected through the merger of Merger Sub
with and into HWH, with HWH surviving the merger as a wholly owned subsidiary of the Company (the "Merger"). Upon the closing
of the Merger (the "Closing"), it is anticipated that the Company will change its name to "HWH International Inc."
The board of directors of the Company has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined
in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and
related transactions by the stockholders of the Company.
is wholly-owned by Alset International Limited, a public company listed on the Singapore Exchange Securities Trading Limited. Alset
International Limited is majority-owned and controlled by certain officers and directors of the Company and its sponsor. The Company's
sponsor is owned by Alset International Limited and Alset Inc.; Alset Inc. is the majority stockholder of Alset International Limited,
and Chan Heng Fai, the Company's Chairman and Chief Executive Officer is also the majority stockholder, Chairman and Chief Executive
Officer of Alset Inc., and the Chairman and Chief Executive Officer of HWH and Alset International Limited. The Merger is expected to
be consummated in the fourth quarter of 2023, following the receipt of the required approval by the shareholder of HWH and the satisfaction
of certain other customary closing conditions. This transaction was approved by the stockholders of the Company at the Special Meeting
of stockholders held on August 1, 2023.
total consideration to be paid at Closing (the "Merger Consideration") by the Company to the HWH shareholders will be $125,000,000,
and will be payable in shares of Class A common stock, par value $0.0001 per share, of the Company ("Company Common Stock").
The number of shares of the Company Common Stock to be paid to the shareholders of HWH as Merger Consideration will be 12,500,000, with
each share being valued at $10.00. All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital
registration statement for the Company's Initial Public Offering was declared effective on January 31, 2022. On February 3, 2022,
the Company consummated the Initial Public Offering of 8,625,000 units ("Units" and, with respect to the shares of common
stock included in the Units being offered, the "Public Shares"), generating gross proceeds of $86,250,000, which includes
the full exercise of the underwriters' option to purchase an additional 1,125,000 Units generating additional gross proceeds to
the Company of $11,250,000, which is described in Note 3.
with the closing of the Initial Public Offering, the Company consummated the private sale of 473,750 units (the "Private Placement
Units") at a price of $10.00 per Private Placement Unit in private placement to Alset Acquisition Sponsor, LLC (the "Sponsor")
generating gross proceeds to the Company in the amount of $4,737,500.
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal
to at least 80% of the net assets held in the Trust Account (as defined below) (excluding the deferred underwriting commissions and taxes
payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target
business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended
(the "Investment Company Act"). Upon the closing of the Initial Public Offering, management has agreed that an amount equal
to at least $10.10 per Unit sold in the Initial Public Offering, including proceeds from the Private Placement Units, will be held in
a trust account ("Trust Account"), located in the United States and invested only in U.S. government securities, within the
meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment
company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment
Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
Company will provide the holders of the outstanding Public Shares (the "Public Stockholders") with the opportunity to redeem
all or a portion of their Public Shares either (i) in connection with a stockholder meeting called to approve the Business Combination
or (ii) by means of a tender offer in connection with the Business Combination. The decision as to whether the Company will seek stockholder
approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to
redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.10 per Public
Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion
of a Business Combination with respect to the Company's warrants. The Public Shares subject to redemption will be recorded at a
redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Accounting
Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."
of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company's
liquidation, if there is a stockholder vote or tender offer in connection with the Company's Business Combination and in connection
with certain amendments to the Company's Certificate of Incorporation. In accordance with the rules of the U.S. Securities and
Exchange Commission (the "SEC") and its guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside
of permanent equity. Given that the Public Shares will be issued with other freestanding instruments (i.e., public warrants), the initial
carrying value of Class A common stock classified as temporary equity will be the allocated proceeds determined in accordance with ASC
470-20. The Class A common stock is subject to ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, we
have the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that
it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize
changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value
at the end of each reporting period. We have elected to recognize the changes immediately. The accretion or remeasurement will be treated
as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). The Public
Shares are redeemable and will be classified as such on the balance sheet until such date that a redemption event takes place. Redemptions
of the Company's Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to
an agreement relating to the Company's Business Combination.