Alset Capital Acquisition Corp. (NASDAQ:ACAX) ("ACAX"), a special purpose acquisition corporation sponsored by Alset Acquisition Sponsor LLC, announced the execution of an agreement and plan of merger with HWH International Inc. ("HWH"), a fast growing purpose-driven lifestyle company (the "Merger Agreement") that will result in HWH becoming a publicly listed company (the "Business Combination"). The transaction has been approved by the Board of Directors of both ACAX and HWH and is expected to be consummated in the fourth quarter of 2022, subject to regulatory and stockholder approval by the stockholders of ACAX and the stockholder of HWH and the satisfaction of certain other customary closing conditions.
HWH operates a purpose-driven business model that helps individuals develop new pathways in their pursuit of Health, Wealth, and Happiness. HWH operates a membership model where individuals pay an upfront membership fee to become members and receive discounted access to products and services offered by its affiliates, namely HWH Marketplace, Hapi Travel Destinations, Hapi Café and Hapi Wealth Builder.
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.
Mr. Chan Heng Fai, Chairman and Chief Executive Officer of ACAX, said, "We are excited to have HWH for this business merger and look forward to consummating this transaction. We believe that, with the value proposition HWH brings to this transaction, it is well-positioned for substantial growth and sustainability. We view the transaction valuation as highly attractive to investors. We believe that through our merger, coupled with the management's background in successfully building businesses, including through targeted M&A, it has the potential to create significant value for stockholders over time."
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.
The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the Merger Agreement relating to the transaction. For additional information, see ACAX's Current Report on Form 8-K, which will be filed promptly and can be obtained at the website of the U.S. Securities and Exchange Commission ("SEC") at www.sec.gov.