Item 1.01. Entry into a Material Definitive Agreement.
On May 1, 2023, Alset Capital Acquisition Corp., a Delaware corporation (the
"Company") amended the Investment Management Trust Agreement (the "Trust
Agreement") with Wilmington Trust, National Association, a national banking
association ("Wilmington Trust"), which was entered into on January 31, 2022.
The Trust Agreement is now amended, in part, so that the Company's ability to
complete a business combination may be extended in additional increments of one
month up to a total of twenty-one (21) additional months from the closing date
of the Offering, subject to the payment into the trust account by the Company of
one-third of 1% of the funds remaining in the trust account following any
redemptions in connection with the approval of the amendment to the Company's
Amended and Restated Certificate of Incorporation.
Additionally, the Company's sponsor has funded the first 30-day extension
payment, which has been received by Wilmington Trust on May 3, 2023.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Special Meeting of Stockholders held on
May 1, 2023 (the "Special Meeting"), the Company filed an amendment to its
Amended and Restated Certificate of Incorporation with the Delaware Secretary of
State on May 2, 2023 (the "Charter Amendment"), to (i) give the Company the
right to extend the date by which the Company has to consummate a business
combination from May 3, 2023, to November 3, 2023, on a month-to-month basis,
and (ii) expand the methods that the Company may employ to not become subject to
the "penny stock" rules of the Securities and Exchange Commission.
The foregoing description of the Charter Amendment is qualified in its entirety
by reference to the full text of the Charter Amendment, a copy of which is filed
with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein
by reference.
Item 8.01. Other Events.
In connection with the stockholders' vote at the Special Meeting, 6,648,964
shares of common stock were tendered for redemption.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amendment to the Amended and Restated Certificate of Incorporation
of Alset Capital Acquisition Corp., dated May 2, 2023
10.1 Amendment to the Investment Management Trust Agreement with
Wilmington Trust, dated May 1, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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