SEC Comment Letter 0000000000-24-006200 to HWH International Inc. (HWH) (CIK 0001897245) (HWH)
HWH International Inc. (HWH) (CIK 0001897245)
Date: May 29, 2024 · CIK: 0001897245 · Accession: 0000000000-24-006200
AI Filing Summary & Sentiment
File numbers found in text: 333-278560
Letter
United States securities and exchange commission logo May 29, 2024 John Thatch Chief Executive Officer HWH International Inc. 4800 Montgomery Lane, Suite 210 Bethesda, MD 20814 Re:HWH International Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed May 20, 2024 File No. 333-278560 Dear John Thatch: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our May 13, 2024 letter. Amendment No. 2 to Registration Statement on Form S-1 Executive Compensation, page 38 1.The disclosure in this section appears dated and focused on Alset Capital Acquisition Corp. (the former special purpose acquisition company) rather than the company. Please revise to provide the executive compensation information for the company as required by Item 402 of Regulation S-K and Item 11(l) of Form S-1. Certain Relationships and Related Party Transactions, page 39 2.We note your disclosure regarding entry into a Credit Facility Agreement with Alset Inc. on April 24, 2024. We also note that you have obtained a letter of financial support from Alset International Limited and Alset Inc. Please expand your disclosure in this section to include the Credit Facility Agreement and, if applicable, the letter of financial support. Refer to Item 404 of Regulation S-K and Item 11(n) of Form S-1. Additionally, we note
FirstName LastNameJohn Thatch Comapany NameHWH International Inc. May 29, 2024 Page 2 FirstName LastName John Thatch HWH International Inc. May 29, 2024 Page 2 that Notes 9, 10 and 11 to the company's interim financial statements appear to disclose additional related party transactions not disclosed in this section. Please revise to disclose and provide the information required by Item 404 of Regulation S-K. Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Darrin Ocasio
Show Raw Text
United States securities and exchange commission logo
May 29, 2024
John Thatch
Chief Executive Officer
HWH International Inc.
4800 Montgomery Lane, Suite 210
Bethesda, MD 20814
Re:HWH International Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed May 20, 2024
File No. 333-278560
Dear John Thatch:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 13, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
Executive Compensation, page 38
1.The disclosure in this section appears dated and focused on Alset Capital Acquisition
Corp. (the former special purpose acquisition company) rather than the company. Please
revise to provide the executive compensation information for the company as required by
Item 402 of Regulation S-K and Item 11(l) of Form S-1.
Certain Relationships and Related Party Transactions, page 39
2.We note your disclosure regarding entry into a Credit Facility Agreement with Alset Inc.
on April 24, 2024. We also note that you have obtained a letter of financial support from
Alset International Limited and Alset Inc. Please expand your disclosure in this section to
include the Credit Facility Agreement and, if applicable, the letter of financial support.
Refer to Item 404 of Regulation S-K and Item 11(n) of Form S-1. Additionally, we note
FirstName LastNameJohn Thatch
Comapany NameHWH International Inc.
May 29, 2024 Page 2
FirstName LastName
John Thatch
HWH International Inc.
May 29, 2024
Page 2
that Notes 9, 10 and 11 to the company's interim financial statements appear to disclose
additional related party transactions not disclosed in this section. Please revise to disclose
and provide the information required by Item 404 of Regulation S-K.
Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc: Darrin Ocasio