Fintech Scion (FINR) S-4Registration of securities issued in business combination transactions

As filed with the Securities and Exchange Commission on August 16, 2022

Registration No. 333-_________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HWGC HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)

2nd Floor, 31 – 33, Jalan Maharajalela, 50150

Kuala Lumpur, Malaysia

+ 603 - 2143 - 2889

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Leong Yee Ming

Chief Executive Officer

2nd Floor, 31 – 33, Jalan Maharajalela, 50150

Kuala Lumpur, Malaysia

+ 603 - 2143 - 2889

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Mark E. Crone, Esq.

Eleanor Osmanoff, Esq.
The Crone Law Group, P.C.
420 Lexington Avenue, Suite 2446
New York, NY 10170

(917) 670-5931

eosmanoff@cronelawgroup.com

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and the satisfaction or waiver of all other conditions under the Share Exchange Agreement described in this registration statement. 

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐ 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐ 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐ 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold nor may offers to buy be accepted until the registration statement filed with the Securities and Exchange Commission, of which this prospectus is a part, is declared effective. This prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

HWGC HOLDINGS LIMITED

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION—DATED AUGUST 16, 2022 

Registration of 91,666,667 shares of Common Stock, par value $0.0001, of HWGC Holdings Limited

On July 21, 2022, HWGC Holdings Limited, a Nevada corporation (the “Company”), entered into a share exchange agreement (the “Share Exchange Agreement”) with HWGG Capital P.L.C., a Labuan company (“HWGG Capital”), and all of the shareholders of HWGG Capital (the “HWGG Shareholders”). Subject to the closing conditions set forth in the Share Exchange Agreement, at the closing of the share exchange (the “Share Exchange”) the HWGG Shareholders will transfer and assign to the Company all the HWGG Capital shares held by such HWGG Shareholders in exchange for an aggregate of 91,666,667 newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Common Stock of the Company is quoted on the OTCQB tier of the OTC Market Group under the symbol “HWGC.”

Upon the consummation of the transactions contemplated by the Share Exchange Agreement (the “Closing”), HWGG Capital will be a wholly owned subsidiary of the Company. The Closing is contingent, among other conditions, on this Registration Statement being declared effective by the Securities and Exchange Commission (the “SEC” or the “Commission”).

FOR A DISCUSSION OF THE RISKS RELATING TO THE SHARE EXCHANGE, SEE “RISK FACTORS” BEGINNING ON PAGE 7.

Neither the Commission nor any state securities commission has approved or disapproved of the Share Exchange described in this prospectus or the securities to be issued pursuant to the Share Exchange or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. 

TABLE OF CONTENTS 

PROSPECTUS SUMMARY

The purpose of this Registration Statement on Form S-4 of which this prospectus forms a part (the “Registration Statement”) is to register 91,666,667 shares of the Common Stock to be issued to HWGG Shareholders (the “Exchange Shares”) upon the Closing and to provide material information about the Company and the Share Exchange. In accordance with the applicable provisions of the Nevada Revised Statutes and the Share Exchange Agreement, the vote of the shareholders of the Company is not required to approve the Share Exchange Agreement, the Share Exchange, or the issuance of the Exchange Shares.

This summary highlights selected information from this prospectus and may not contain all of the information that is important to you. To better understand the Share Exchange, you should read this entire prospectus carefully, including the Share Exchange Agreement, a copy of which was filed as Exhibit 10.21 to the Current Report on Form 8-K filed by the Company with the SEC on July 25, 2022, and is incorporated herein by reference. For more information, please see the section entitled “Where You Can Find More Information” in this prospectus.       

Parties to the Share Exchange.

HWGC Holdings Limited

2nd Floor, No. 31 – 33

Jalan Maharajalela, 50150

Kuala Lumpur, Malaysia 

HWGC Holdings Limited is a holding company incorporated in Nevada that runs and operates an e-commerce business through its two wholly owned subsidiaries, Vitaxel SDN BHD (“Vitaxel”) and Vitaxel Online Mall SDN BHD (“Vionmall”), both of which are incorporated under the laws of Malaysia. Vitaxel was organized and commenced business operations in 2014 and Vionmall was organized and commenced business operations in 2015. Upon the consummation of the Share Exchange, the Company will be in the financial technology business. As used in this Registration Statement, unless expressly indicated or the context requires otherwise, the terms “Company,” “we,” “us,” and “our” refer to HWGC Holdings Limited, Vitaxel and Vionmail.

HWGG Capital, P. L.C.

Lot 2- 15, Labuan Times Square
Jalan Merdeka, 87007 Labuan, Malaysia

HWGG Capital is a private financial technology company in the digital payment and platform service sector incorporated in Labuan pursuant to the Labuan Companies Act 1990, as amended (the “Labuan Act”). HWGG Capital is primarily engaged in a money brokering business and credit token business, which includes the liquidation and procurement of digital assets, payment solutions services, and investment platform activities for individuals and businesses. HWGG Capital obtained the necessary licenses from Labuan Financial Services Authority (“LFSA”), which include licenses to carry out (i) a money brokering business, (ii) a credit token business, and (ii) offer payment solutions as a payment operator. It offers an on-ramp and off-ramp decentralized application (dApp) that allows companies and individuals to make payments, transfers, and settlements in a range of digital assets.

The Share Exchange and the Share Exchange Agreement

The following description of the Share Exchange is not purported to be complete, and the Share Exchange Agreement dated July 21, 2022, is incorporated by reference, a copy of which was filed as Exhibit 10.21 to the Current Report on Form 8-K filed by the Company with the SEC on July 25, 2022.

Pursuant to the Share Exchange Agreement, upon the Closing, each HWGG Shareholder shall exchange the total number of shares of HWGG Capital held by such shareholder for its proportionate number of the Exchange Shares. It is estimated that the total number of the Exchange Shares to be issued to HWGG Shareholders will be approximately 91,666,667 shares of Common Stock, calculated based on an agreed upon $0.60 price per share. No fractional shares of Common Stock shall be issued in connection with the Share Exchange. For more information see the section entitled “The Share Exchange and Share Exchange Agreement” on page 19.

Upon the Closing, HWGG Capital will become a wholly owned subsidiary of the Company and the HWGG Shareholders shall become shareholders of the Company. Certain existing shareholders of the Company are also HWGG Shareholders and, as such, will receive Exchange Shares. Accordingly, the existing shareholders of the Company who do not have any ownership interest in HWGG Capital will not receive any portion of the Exchange Shares, and their ownership in the Company is anticipated to be reduced to an aggregate of 2.5% following the Share Exchange. All of the HWGG Shareholders, including those that are currently existing shareholders of the Company, will receive, in the aggregate, approximately 97.5% ownership in the Company following the Share Exchange. For additional information regarding the ownership of the Company before and after the Closing of the Share Exchange, see the sections entitled “Principal Shareholders of the Company and Principal Shareholders of the Company After the Share Exchange” on page 63.

The Company’s Common Stock is quoted on the OTCQB tier of the OTC Markets Group under the symbol “HWGC” and will continue trading on OTCQB tier under the same symbol “HWGC” following the Closing.

Reasons for the Share Exchange (See page 19)

Each of the board of directors of the Company and HWGG Capital considered the reasons for the Share Exchange, as described herein.

The Company’s board of directors considered the following factors in reaching its conclusion to approve the Share Exchange and unanimously approved the Share Exchange Agreement:

The board of directors of the Company realizes that there can be no assurance about future results, including results expected or considered in the factors listed above as a whole, and on an overall basis considered these factors favorable and in support of their conclusion to approve and to enter into the Share Exchange Agreement.

In reaching their conclusion to approve the Share Exchange Agreement and to consummate the Share Exchange pursuant to the terms of the Share Exchange Agreement, the board of directors of HWGG Capital and the HWGG Shareholders considered the following factors:

On July 21, 2022, the Company, HWGG Capital and the HWGG Shareholders executed the Share Exchange Agreement.

Regulatory Approvals

The parties also expect to receive the approval of the LFSA for the change in ownership of HWGG Capital under the License to Carry on Credit Token Business and the License to Carry on Labuan Money-Brokering Business. The completion of the Share Exchange is contingent on obtaining said regulatory approval. For a more complete discussion of regulatory matters relating to the Share Exchange, see “The Share Exchange and Share Exchange Agreement—Regulatory Approvals” beginning on page 22.

Conditions to the Closing of the Share Exchange

The Closing of the Share Exchange is subject to certain customary closing conditions, including the following (i) the approval required to be obtained from the LFSA has been obtained; (ii) the absence of any laws or orders enjoining the consummation of the Exchange, and (iii) this Registration Statement having been declared effective under the Securities Act of 1933, as amended (the “Securities Act”). The obligation of each party to consummate the Share Exchange is also conditioned upon the accuracy of the representations and warranties of the other party as of the date of the Share Exchange Agreement and as of the Closing Date (as defined in the Share Exchange Agreement) (subject to customary materiality qualifiers and, in the case of HWGG Capital, subject to a Seller Material Adverse Effect qualifier) and on each party having performed its obligations under the Share Exchange Agreement in all material respects. Further, it is a condition to the Company’s obligation to consummate the Share Exchange that no Seller Material Adverse Effect has occurred and that any required third-party consents have been obtained. For a more complete discussion of the conditions to the Closing of the Share Exchange, see “The Share Exchange and Share Exchange Agreement —Conditions to the Closing of the Share Exchange” beginning on page 23.

Restrictions on Alternative Transactions

The Share Exchange Agreement contains restrictions on the ability of HWGG Capital and the HWGG Shareholders until the earlier of the Closing or the termination of the Share Exchange Agreement by its terms, to initiate any negotiations or provide any non-public information or data concerning HWGG Capital relating to, an acquisition proposal or alternative transaction. For a more complete discussion of these restrictions, see “The Share Exchange and Share Exchange Agreement—Restrictions on Alternative Transactions” beginning on page 22.

Termination of the Share Exchange Agreement

The Share Exchange Agreement may be terminated prior to the Closing Date as follows:  

For a more complete discussion of the termination provisions in the Share Exchange Agreement, see “The Share Exchange and Share Exchange Agreement—Termination of the Share Exchange Agreement” beginning on page 25.

Interests of Directors and Executive Officers of the Company and HWGG Capital in the Share Exchange.

Certain directors and executive officers of the Company have interests in the Share Exchange that may be different from, or in addition to, the interests of the Company’s shareholders generally. For additional information on the interests of these directors and officers, see “Interests of Directors and Executive Officers of the Company and Their Affiliates in the Share Exchange” beginning on page 26.

Directors and executive officers of the Company and their affiliates collectively hold 43.3% of the total voting power of all classes of the Company’s outstanding equity securities entitled to vote on matters brought before the Company shareholders. Lim Hui Boon, the Company’s President and his family, collectively beneficially owning approximately 23.4% of the total voting power of all the Company’s outstanding equity securities, as well as approximately 66.3% of the total voting power of all of all of HWGG Capital’s outstanding equity securities entitled to vote on matters brought before HWGG Shareholders. See “Interests of Affiliates in the Share Exchange beginning of page 26.

Directors and executive officers of HWGG Capital and their affiliates collectively hold 2% of the total voting power of all classes of HWGG Capital’s outstanding equity securities entitled to vote on matters brought before the HWGG Capital Shareholders. Directors and executive officers of HWGG Capital will participate in the Share Exchange on the same terms as other HWGG Capital Shareholders. All HWGG Shareholders and the board of directors of HWGG Capital were aware of and considered these interests, among other matters, in deciding to approve the terms of the Share Exchange Agreement and the Share Exchange. For additional information on the interests of these directors and officers, see “Interests of Directors and Executive Officers of HWGG Capital in the Share Exchange” beginning on page 26.

The approval of the Share Exchange Agreement and the Share Exchange by the Company does not require the affirmative vote or consent of the Company’s shareholders.

The HWGG Shareholders hold 100% of the outstanding shares of HWGG Capital equity securities and provided a unanimous written consent approving the Share Exchange Agreement and the Share Exchange on July 20, 2022.

Directors and Officers of the Company Following the Share Exchange.

The Company and HWGG Capital anticipate that there will no changes in the composition of the board of directors or executive officers of the Company upon the Closing of the Share Exchange.

Appraisal Rights.

Under the Nevada Revised Statutes and the Company organizational documents, holders of Common Stock will not be entitled to statutory rights of appraisal, commonly referred to as dissenters’ rights or appraisal rights (i.e., the right to seek a judicial determination of the “fair value” of their shares and to compel the purchase of their shares for cash in that amount) with respect to the Share Exchange.

U.S. Federal Income Tax Consequences of the Share Exchange.

The Company and HWGG Capital desire that the Share Exchange qualify as a tax-free “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended through the date hereof (the “Code”).  Assuming the Share Exchange so qualifies, the former HWGG Shareholders generally will not recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of HWGG Capital for the Exchange Shares of the Company in the Share Exchange, since they will not receive any cash in lieu of fractional shares. Even if the Company’s acquisition of HWGG Capital’s outstanding shares were not to qualify as a “reorganization”, there should not be any US federal income tax on any of HWGG Capital’s shareholders who are not US persons. Capital gains of nonresident aliens who are not US residents are not subject to US federal income tax. For this purpose, a US person is a US citizen or resident as that term is defined in the Code. A person who holds a US “Green Card” is considered a US resident. A person who is present in the United States for 183 or more “days” in a year is deemed a US person. For purposes of that test, if the nonresident is present in the US for at least 31 days in the year and by counting the days of presence in the US in the current year as one, days of presence in the US in the previous year as 1/3^rd of a day and days of presence in the US in the second previous year as 1/6^th of a day, if the total equals at least 183, that person is deemed a US person. As none of the HWGG Shareholders are US persons, the U.S. federal income tax consequences of the Share Exchange are not material to such shareholders.

Anticipated Accounting Treatment.

The Company and HWGG Capital are controlled by common owners immediately prior to the consummation of the transactions contemplated by the Share Exchange. As a result of the transaction, at the Closing HWGG Capital will become a wholly owned subsidiary of the Company. As the Share Exchange is a transaction between entities under common control, the Company has reported the results of the operations for the period in the manner similar to pooling of interests and has consolidated financial results since the acquisition under common control. Assets and liabilities are combined on their carrying values and no recognition of goodwill is made. The resulting balance is shown as merger reserve.

Rights of Shareholders of the Company and HWGG Shareholders

The Company is a Nevada corporation. HWGG Capital is a private limited company organized under the Labuan Act. Upon the consummation of the Share Exchange, the HWGG Shareholders will become shareholders of the Company. The shares of the Company’s Common Stock that the HWGG Shareholders will receive in the Share Exchange will be shares of a Nevada corporation. The rights of the HWGG Shareholders differ from the rights of shareholders of the Company in certain important ways. Many of these differences have to do with differences in laws of the State of Nevada and under Labuan applicable laws.

In addition, the Amended and Restated Articles of Incorporation of the Company, which we refer to in this prospectus as the “Company Articles of Incorporation,” and the Amended and Restated Bylaws of the Company, as which we refer to in this prospectus as the “Company Bylaws,” contain provisions that are different from the Memorandum and Articles of Association of HWGG Capital, which we refer to in this prospectus as the “Articles of Association.” For a summary of certain differences among the rights of shareholders of the Company and HWGG Capital, see “Comparison of Rights of the Company and HWGG Shareholders” beginning on page 64.

Summary of Risk Factors.

You should consider carefully all the risk factors together with all the other information included in this prospectus. Some of these risks include, but are not limited to, those described below and in more detail under the headings “Risk Factors—Risks Related to the Share Exchange,” “Risk Factors—Risks Related to the Business of the Company,” and “Risk Factors—Risks Related to the Business of HWGG Capital” beginning on page 15.

COMPARATIVE PER SHARE DATA

The following table sets forth certain historical and pro forma per share financial information for shares of Company’s common stock. The pro forma per share information gives effect to the Share Exchange had occurred on January 1, 2022, in the case of earnings per share for the year ended December 31, 2021, and the year ended December 31, 2020, in the case of book value. The information in the table below has been derived from and should be read in conjunction with the historical consolidated financial statements of the Company included or incorporated by reference in this prospectus. See “Where You Can Find Additional Information” beginning on page 68.

The pro forma earnings per share was calculated using the methodology described under the heading “Unaudited Pro Forma Condensed Combined Financial Information” included in this prospectus above, and is subject to all the assumptions, adjustments and limitations described thereunder. The pro forma information set forth below, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not reflect the possible impact on the combined company that may result as a consequence of the arrangement and, accordingly, does not attempt to predict or suggest future results.

Calculated as total shareholders’ equity divided by total number of common stock outstanding 

MARKET PRICE AND DIVIDEND INFORMATION

The Company’s Common Stock is quoted on the OTCQB marketplace of OTC Markets, Inc. under the symbol “HWGC”. The closing price of Company’s Common Stock on August 12, 2022, as reported on the OTCQB, was $0.95 per share. HWGG Capital’s common stock is not listed or quoted for trading on any securities exchange.

There is no public market for HWGG Capital’s securities as their shares are not listed or quoted for trading on any securities exchange. For information regarding HWGG Capital’s liquidity and capital resources, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” included elsewhere in this /prospectus for additional information. 

As of the date of this prospectus, the Company had approximately 1,883  holders of record of its Common Stock. HWGG Capital has fourteen (14) HWGG Shareholders. For detailed information regarding the beneficial ownership of certain shareholders of the Company upon consummation of the Share Exchange, see the section entitled “Principal Shareholders of the Company After the Share Exchange” on page 63.

Dividends and Other Distributions.

The Company has never paid and does not anticipate paying dividends on shares of its Common Stock in the foreseeable future as the board of directors intends to retain future earnings for use in the Company’s business. Any future determination as of the payment of dividends on the Company’s Common Stock will depend upon the Company’s financial conditions, results of operations and such other factors as the board of directors seems relevant. Any determination to pay dividends subsequent to the Share Exchange will be at the discretion of the Company’s then-current board of directors and will depend upon a number of factors, including the Company’s results of operations, financial condition, future prospects, contractual restrictions, restrictions imposed by applicable law and other factors the Company’s then-current board of directors deems relevant.

HWGG Capital has never paid and does not anticipate paying dividends on shares of its Ordinary Shares. For detailed information regarding the rights of HWGG Shareholders and a comparison of their rights with the rights of the Company’s shareholders, see the section entitled “Comparison of Rights of the Company’s Shareholders and HWGG Shareholders” on page 64.

RISK FACTORS

In addition to the other information included into this prospectus, including the matters addressed under the caption “Cautionary Note Regarding Forward-Looking Statements” beginning on page 18 of the prospectus, you should carefully read and consider the following risk factors. If all of the conditions to the completion of the Share Exchange are satisfied or waived, and the Share Exchange is completed, HWGG Shareholders will become holders of the Company’s common stock and will be subject to the risks and uncertainties of a holder thereof.

Risks Related to the Share Exchange.

The parties may be unable to satisfy the conditions for the completion of the Share Exchange, and the Share Exchange may not be completed.

Completion of the Share Exchange is conditioned primarily on, among other things:

Although the Company, HWGG Capital and the HWGG Shareholders have agreed in the Share Exchange Agreement to use reasonable efforts to complete the Share Exchange as promptly as practicable, these and other conditions to the completion of the Share Exchange may fail to be satisfied. In addition, satisfying the conditions to and completion of the Share Exchange may take longer, and could cost more than the parties expect.

The market price of the Company’s Common Stock will likely fluctuate prior to and after the Closing of the Share Exchange.

The market price of the Company’s Common Stock has been volatile. There is currently only a limited public market for our Common Stock, which is listed on the OTCQB marketplace of OTC Markets, and there can be no assurance that a trading market will develop further or be maintained in the future. The trading price of our Common Stock is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including the following:

Because of the fluctuation of the stock price of the Company, the market value that the HWGG Shareholders will receive at the Closing may be significantly different than the consideration provided in the Share Exchange.

At the closing of the Share Exchange, each former HWGG Shareholder will receive their pro-rata portion of the total number of the Exchange Shares calculated upon $0.60 fixed price per share. The number of the Exchange Shares to be issued to each former HWGG Shareholder upon the completion of the Share Exchange will not be adjusted in the event of any change in the stock price of the Company prior to the Closing. As the Company’s market share prices fluctuate, based on numerous factors, including factors beyond the Company’s or HWGG Capital’s control, the value of the Exchange Shares that each HWGG Shareholder will receive at the Closing will correspondingly fluctuate and may significantly be lower or higher than the consideration calculated for the issuance of the Exchange Shares. The absence of an independent fairness opinion with respect to the valuation of HWGG Capital and the use of the fixed price instead of the floating price in determination of the consideration to be provided to the HWGG Shareholders in the Share Exchange may contribute to the risk that the actual market value of the Exchange Shares will be significantly different from the value determined by the Company and HWGG Capital.

The unaudited pro forma financial information in this prospectus may not necessarily reflect the Company’s operating results and financial condition following the completion of the Share Exchange.

The unaudited pro forma financial information included in this prospectus is derived from HWGG Capital and the Company’s separate historical consolidated financial statements. The preparation of this pro forma information is based upon available information and certain assumptions and estimates that HWGG Capital and the Company currently believe are reasonably the value of the assets and liabilities of HWGG Capital being acquired. These assumptions and estimates may not prove to be accurate, and this pro forma financial information does not necessarily reflect what the Company’s results of operations and financial position would have been had the Share Exchange been completed if these assumptions were accurate, or what the Company’s results of operations or financial position will be in the future. 

Litigation may be instituted against the Company, members of the Company’s Board of Directors, members of the Board of Directors of HWGG Capital, challenging the Share Exchange and adverse judgments in these lawsuits may prevent the consummation of the Share Exchange from becoming effective within the expected timeframe or at all.

The Company, the Company’s directors, and directors of HWGG Capital may be named as defendants in class action lawsuits to be brought by the Company or HWGG Shareholders challenging the terms of the Share Exchange. If the plaintiffs in these potential cases are successful, they may delay the parties from completing the Share Exchange in the expected timeframe or prevent the completion of the Share Exchange. Even if the plaintiffs in these potential actions are not successful, the costs of defending against such claims could adversely affect the financial condition of the Company and HWGG Capital.

Costs associated with the completion of the Share Exchange are difficult to estimate, may be higher than expected and may harm the financial results of the Company.

HWGG Capital and the Company will incur substantial direct transaction costs associated with the Share Exchange, whether the Share Exchange is completed, and additional costs associated with consolidation and integration of the operations. If the total costs of the Share Exchange exceed estimates, or the benefits of the Share Exchange do not exceed the total costs of the Share Exchange, the Company’s financial results could be adversely affected.

Risks Related to the Company if the Share Exchange is Completed.

The Company may not realize the expected benefits of the Share Exchange because of integration difficulties and other challenges.

The success of the Share Exchange will depend, in part, on the Company’s ability to realize the anticipated revenue, cost-savings, tax, collaboration and other synergies from integrating HWGG Capital’s business with the Company’s existing business. The integration process may be complex, costly, and time-consuming. The difficulties of integrating the operations of HWGG Capital’s business could include, among others:

 The Company may not accomplish the integration of HWGG Capital’s business smoothly, successfully, or within the anticipated costs or time frame. The diversion of the attention of management from the Company’s current operations to the integration effort and any difficulties encountered in combining operations could prevent the Company from realizing the full benefits anticipated to result from the Share Exchange and could adversely affect its business. In addition, the integration efforts could divert the focus and resources of the management of the Company and HWGG from other strategic opportunities and operational matters during the integration process.

 The Company’s non-interested shareholders will have reduced ownership and voting interest in the Company after the Share Exchange and, as a result, will not be able to exert influence over the Company’s management.

Following the Share Exchange and the issuance of the Exchange Shares to former HWGG Shareholders, these former HWGG Shareholders will become the Company’s shareholders and will own in the aggregate approximately 94.4% of the outstanding capital stock of the Company (excluding the current ownership in the Company by the six existing shareholders of the Company that are also HWGG Shareholders), while the percentage ownership in the Company by the existing shareholders of the Company will be significantly reduced. Because of this significant reduction in the beneficial ownership of the Company’s outstanding capital stock upon the Closing, the existing shareholders of the Company will also have substantially less influence on the management and policies of the Company compared to their current positions.

Upon completion of the Share Exchange, the President and his family may exercise significant control over the Company’s business policies.

If the Share Exchange Agreement is consummated on the terms set forth therein, it is anticipated that Lim Chun Hoo, a son of the Company’s President and a former director of HWGG Capital, will become a majority shareholder of the Company, owning approximately 53.5% of the Company’s equity securities. Two other sons of the President will acquire approximately 9.7% of the Company’s equity securities in the aggregate, while the President, his wife and three daughters will retain the ownership in the Company’s securities they had prior to the Closing. Accordingly, after the Closing, the President and his family will have collective ownership of 63.9% of the Company’s equity securities and have the ability to exercise significant control over the Company’s business policies and other corporate matters, including, the composition of the Company’s board of directors and any actions requiring the approval of the Company’s shareholders, including the adoption of amendments to its articles of incorporation, the approval of a merger, share exchange or sale of substantially all of its assets. The President and the members of his immediate family will be able to vote their shares in favor of their interests that may not always coincide with the interests of the other shareholders.

The Company’s Common Stock has a low trading volume and any sale of a significant number of shares is likely to depress the trading price.

The Company’s Common Stock is quoted on the OTCQB. Traditionally, the trading volume of the Company’s common stock has been very limited. Because of this limited trading volume, the former HWGG Shareholders may not be able to sell quickly any significant number of the Company shares of common stock they receive in connection with the Share Exchange, and any attempted sale of a large number of the Company’s shares will likely have a material adverse impact on the price of the Company’s Common Stock. Because of the limited number of shares of Common Stock being traded, the Company’s per share price is subject to volatility and may continue to be subject to rapid price swings in the future.

Risks Related to the Company’s Business.

The Company may be subject to the risks associated with companies having limited revenue and resources

Company’s prospects considering the risks and uncertainties that a company with a limited revenue that is acquiring a new business. In particular, potential investors should consider that there are significant risks that the Company will not be able to:

If any of the above risks occurs, the Company’s business may fail, in which case you may lose the entire amount of your investment in the Company. The Company cannot assure that any of its efforts in business operations will be successful or result in the timely development of new products, or ultimately produce any material revenue and profits.

If the Company fails to raise additional capital, its ability to implement its business model and strategy could be compromised.

The Company has limited capital resources and operations. From time to time, we may seek additional financing to provide the capital required to expand production of our business operation and development initiatives and/or working capital, as well as to repay outstanding loans if cash flow from operations is insufficient to do so. We cannot predict with certainty the timing or amount of any such capital requirements.

If the Company does not raise sufficient capital to fund its ongoing development activities, it is likely that it will be unable to carry out its business plans. The Company may not be able to obtain additional financing on terms acceptable, or at all. Even if the Company obtains financing for near term operations, it may require additional capital beyond the near term. If the Company is unable to raise capital when needed, its business, financial condition and results of operations would be materially adversely affected, and it could be forced to reduce or discontinue its operations.

 The requirements of being a public company is expensive and administratively burdensome.  

As a public company, we have significant additional requirements for enhanced financial reporting and internal controls.   We are subject to the information and reporting requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Complying with these laws and regulations requires the time and attention of our board of directors and management and increases our expenses. Among other things, we are required to: 

 The costs of preparing and filing annual and quarterly reports, proxy statements, when required, and other information with the SEC and furnishing audited reports to shareholders is expensive and much greater than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner, if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage.

Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, current and potential shareholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price. 

We are subject to Section 404 of the Sarbanes-Oxley Act of 2002. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud, and a lack of effective controls could preclude us from accomplishing these critical functions. We are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, in connection with, PCAOB Auditing Standard No. 5 which requires annual management assessments of the effectiveness of our internal controls over financial reporting. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 and concluded that our internal controls and procedures were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms, and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

 We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting.  We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth.  If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our Common Stock.

Our Articles of Incorporation allow for our board of directors to create new series of preferred stock without further approval by our shareholders which could adversely affect the rights of the holders of our common stock.

Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock without shareholder approval. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing shareholders. As of the date of this prospectus, the Company has 25,000,000 shares designated as Redeemable Convertible Preferred Stock, par value $0.0001 per share, although no shares of Redeemable Convertible Preferred Stock were ever issued.

Our independent auditors have issued an audit opinion for our company, which includes a statement describing our going concern status. Our financial status creates a doubt whether we will continue as a going concern.

Our auditors have issued an opinion regarding the Company’s ability to continue as a going concern and our inability to obtain adequate financing. This means there is substantial doubt we can continue as an ongoing business for the next twelve months. The financial statements do not include any adjustments that might result from the uncertainty regarding our ability to continue in business. As such we may have to cease operations and investors could lose part or all of their investment in our company.

Our internal computer systems, or those of our third-party contractors or consultants, may fail or suffer security breaches, which could result in a material disruption of our product development programs.

Despite the implementation of security measures, our internal computer systems and those of our third-party contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we do not believe that we have experienced any such system failure, accident, or security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a loss of clinical trial data for our new drug candidates which could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach results in a loss of or damage to our data or applications or other data or applications relating to our technology or new drug candidates, or inappropriate disclosure of confidential or proprietary information, we could incur liabilities and the further development of our product candidates could be delayed.

Any future acquisitions by the Company, including the proposed acquisition of Fintech Scion Limited, could dilute shareholder ownership and may cause it to become more susceptible to adverse economic events.

The Company may use its Common Stock to acquire other companies and may issue additional shares of Common Stock to pay for future acquisitions, which would dilute ownership interest in the Company of existing shareholders and shareholders of the Company upon the completion of the Share Exchange. Future business acquisitions could be material to the Company, and the degree of success achieved in acquiring and integrating these businesses into the Company could have a material effect on the value of the Company’s Common Stock. On August 9, 2022, the Company entered into another share exchange agreement with Fintech Scion Limited and all of its shareholders, which, if completed, would result in the issuance of additional 101,666,667 shares of the Company’s Common Stock to the shareholders of Fintech Scion Limited following the completion of this share exchange. As a result, the ownership of the Company’s Common Stock by existing shareholders and the HWGG Shareholders that would receive the Exchange Shares at the Closing would be significantly diluted and might negatively affect the value of the Company’s Common Stock and the ability of the Company’s shareholders to sell their shares of Common Stock on the market. In addition, other potential acquisitions could require the Company to use other liquid assets or to incur debt. In those events, the Company could become more susceptible to economic downturns and competitive pressures.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and any trading volume could decline.

Any trading market for our common stock that may develop will depend in part on the research and reports that securities or industry analysts publish about us or our business. Securities and industry analysts do not currently, and may never, publish research on us or our business. If no securities or industry analysts commence coverage of our company, the trading price for our common stock could be negatively affected. If securities or industry analysts initiate coverage, and one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price and any trading volume to decline.

Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plan or otherwise, could result in dilution of the percentage ownership of our shareholders and could cause our stock price to fall.

We expect that we will need significant additional capital in the future to continue our planned operations. To raise capital, we may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, including issuance of equity securities pursuant to any future stock incentive plan to our officers, directors, employees and non-employee consultants for their services to us, investors in a prior transaction may be materially diluted by subsequent sales. Additionally, any such sales may result in material dilution to our existing shareholders, and new investors could gain rights, preferences and privileges senior to those of holders of our common stock. Further, any future sales of our common stock by us or resales of our common stock by our existing shareholders could cause the market price of our common stock to decline. Any future grants of options, warrants or other securities exercisable or convertible into our common stock, or the exercise or conversion of such shares, and any sales of such shares in the market, could have an adverse effect on the market price of our common stock.

The elimination of personal liability against our directors and officers under Nevada law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses.

The Company Bylaws eliminate the personal liability of our directors and officers to us and our shareholders for damages for breach of fiduciary duty as a director or officer to the extent permissible under Nevada law. Further, our Bylaws and individual indemnification agreements we intend to enter with each of our directors and executive officers provide that we are obligated to indemnify each of our directors or officers to the fullest extent authorized by Nevada law and, subject to certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may discourage us or our shareholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our shareholders.

 Our Common Stock may be subject to the “penny stock” rules of the SEC, which may make it more difficult for shareholders to sell our Common Stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a person’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination, and that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of the Company’s common stock if and when such shares are eligible for sale and may cause a decline in the market value of its stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

Risks Related to Covid-19.

The uncertainty and extent of the Covid-19 pandemic may continue to have an adverse effect on the Company’s operations and on the global capital markets.

The current outbreak of Covid-19 had and could continue to have a material and adverse effect on the Company’s business operations. It disrupted and could continue to disrupt the Company’s ability to offer or distribute its products, which in turn, would likely impact our sales and operating results. In addition, Covid-19 has resulted in a widespread health crisis that could adversely affect the economies and financial markets of many other countries, resulting in an economic downturn that could affect demand for our products and significantly impact our operating results. While the Company re-started its business activities in 2022 when the Malaysia Government ended the Recovery Movement Control Order (“RMCO”); however, since the RMCO lasted for two years, our multi-level marketing (“MLM”) business has been negatively impacted due to the fact that most of our MLM leaders (these are top income contributor to the Company) has ventured into other businesses in order to generate income during the RMCO, and now the Company needs to recruit new MLM leaders, which takes a lot of time and efforts. Currently, there is a spike in the COVID 19 cases, as a new strain has been identified which causes alarm again in Malaysia as well as in the neighboring countries.

The extent to which our results continue to be affected by COVID-19 will largely depend on future developments which cannot be accurately predicted, including the duration and scope of the pandemic, governmental and business responses to the pandemic and the impact on the global economy, demand for our products, and our ability to provide our products, particularly as result of our employees working remotely and/or the closure of certain offices and production facilities. While these factors are uncertain, the COVID-19 pandemic or the perception of its effects could continue to have a material adverse effect on our business, financial condition, results of operations, or cash flows.

Risks Related to Business of HWGG Capital.

The financial technology industry in which HWGG Capital operates is characterized by rapid technological changes, new product introductions, evolving industry standards and changing customer needs.

HWGG Capital is a relatively new company in the financial technology industry, and it competes with many established centralized and decentralized companies with greater financial and other resources. The industry continues to grow as a result of wider merchant acceptance, advances in payment solutions and digital processing technology, and migration to e-commerce, omnichannel and contactless payment solutions. The increase of credit and debit cards, as well as other digital payment solutions, has made the acceptance of digital payments a necessity for many businesses, regardless of size, in order to remain competitive. The COVID-19 pandemic has further accelerated the use of digital payments, the need for the development of technologies and digital-based solutions and expansion of ecommerce, omnichannel and contactless payment solutions. To remain competitive in this industry with constantly evolving standards, HWGG Capital needs to develop new platforms, e-commerce services and other new products. Such projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance problems. In the payment solution technology markets, these risks are even more acute. Any delay in the delivery of new services or the failure to differentiate services could render the services of HWGG Capital less desirable to its clients. In addition, since the payment solution services provided by HWGG Capital are designed to process complex transactions at high volumes and processing speed and deliver reports and other information on those transactions, any failure to deliver an effective and secure product or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other losses. As a result of these factors, HWGG Capital’s development efforts could result in higher costs that could reduce its earnings in addition to a loss of revenues if new services are not delivered timely to its customers or do not perform as anticipated. If HWGG Capital is not able to respond to its competitors effectively, its business, operating results, and financial condition may be adversely affected.

The operating results of HWGG Capital may significantly fluctuate due to the highly volatile nature cryptocurrency.

HWGG Capital’s business model is structured as a blockchain payments and digital asset (cryptocurrency) brokering ecosystem, and the operating results of HWGG Capital, in most parts, are dependent on digital assets, the broader crypto-economy and our ecosystem providers and partners. Due to the highly volatile nature of the crypto economy and the prices of digital assets, the operating results of HWGG Capital may fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader crypto economy as a result of a variety of factors, many of which are unpredictable and in certain instances are outside of our control, including:

Also, there is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of trading activities. In the event that the demand for trading crypto assets declines, business and operating results, and financial condition of HWGG Capital would be adversely affected.

The future development and growth of crypto is subject to a variety of factors that are difficult to predict and evaluate, including governance and technical issues that may adversely affect business of HWGG Capital.

Crypto assets built on blockchain technology remain in the early stages of development. Many crypto assets have concentrated ownership or an “admin key”, allowing a small group of holders to have significant unilateral control and influence over key decisions relating to their crypto networks, such as governance decisions and protocol changes, as well as the market price of such crypto assets. In addition, different crypto assets are designed for different purposes. Bitcoin, for instance, was designed to serve as a peer-to-peer electronic cash system, while adversely affect its price, security, liquidity, and adoption. If a malicious actor obtains a majority of the compute or staking power on a crypto network, as has happened in the past, it may be able to manipulate transactions, which could cause financial losses to holders, damage the network’s reputation and security, and adversely affect its value.  The governance of many decentralized blockchain networks is by voluntary consensus and open competition, and many developers are not directly compensated for their contributions. As a result, there may be a lack of consensus or clarity on the governance of any particular crypto network, a lack of incentives for developers to maintain or develop the network, and other unforeseen issues, any of which could result in unexpected or undesirable errors, bugs, or changes, or stymie such network’s utility and ability to respond to challenges and grow. Various other technical issues have also been uncovered from time to time that resulted in disabled functionalities, exposure of certain users’ personal information, theft of users’ assets, and other negative consequences, and which required resolution with the attention and efforts of their global miner, user, and development communities. If any such risks or other risks materialize, and in particular if they are not resolved, the development and growth of crypto may be significantly affected and, as a result, business, operating results, and financial condition of HWGG Capital could be adversely affected. 

HWGG Capital’s revenues from its money brokering service are dependent upon its continued contractual relationship with its brand partners, and the loss of such relationships may materially adversely affect its business, financial position, operating results and cash flows.

In its money brokerage segment, HWGG Capital relies on its established relationships and arrangements with banks and brokers to provide it with critical products and services to carry out these transactions, particularly in connection with liquidation of digital assets (the process of converting digital asset such as Bitcoin, Ethereum, Tether and HWG Cash into fiat). If any material adverse event would affect these critical partners, HWGG Capital may be forced to find alternative providers for these critical services. It may not be possible to find such replacements on terms that are acceptable to HWGG Capital at all. Any loss of the contractual relationships and arrangements with these brand partners could disrupt the business or result in arrangements with new banks and brokers that are less favorable to HWGG Capital than they have with the existing partners, which could have a material adverse effect on HWGG Capital’s business, financial position, operating results and cash flows.

HWGG Capital may experience software defects, undetected errors, and development delays, which could damage client relations, decrease our potential profitability and expose it to liability.

HWGG Capital depends on the efficient and uninterrupted operation of its computer systems, software, telecommunications networks, as well as the systems and services of third parties. The services provided by HWGG Capital are based on software and computing systems that may often encounter development delays, and the underlying software may contain undetected errors, viruses or defects. Defects in these software services and errors or delays in the processing of digital transactions could result in additional development costs, diversion of technical and other resources from other development efforts, loss of credibility with current or potential clients, may harm its reputation and expose it to liability claims. A system outage or data loss in these services could have a material adverse effect on the business, financial condition, results of operations and cash flows of HWGG Capital. In addition, HWGG Capital relies on technologies and software supplied by third parties that may also contain undetected errors, viruses or defects that could have a material adverse effect on its business, financial condition, results of operations and cash flows.

HWGG Capital Competes with Companies that Have Various Competitive Advantages

Many innovative start-up companies and larger companies have made, and continue to make, significant investments in research and development, and we expect these companies to continue to develop similar or superior products and technologies that may compete with products and services of HWGG Capital. Further, more traditional financial and non-financial services businesses may choose to offer crypto-based services in the future as the industry gains adoption. HWGG Capital competes with many companies that have and expected to have various competitive advantages over HWGG Capital, such as:

If HWGG Capital is unable to compete successfully, or if competing successfully requires it to take costly actions in response to the actions of its competitors, its business, operating results, and financial condition could be adversely affected.

Risks Related to General Economic Conditions.

The global payments technology industry depends heavily on the overall level of consumer, business and government spending. As a digital asset financial service provider, HWGG Capital is exposed to general economic conditions that affect consumer confidence, spending, and discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate, supply chain disruptions, inflationary pressure or interest rate fluctuations may adversely affect our financial performance by reducing the number or average purchase amount of transactions made using digital payments. A reduction in the amount of consumer spending could result in a decrease in HWGG Capital’s revenues and profits. If HWGG Capital’s clients make fewer sales using digital payments or consumers using digital payments spend less per transaction, HWGG Capital will have fewer transactions to process or lower transaction amounts, each of which would contribute to lower revenues. Additionally, credit card issuers may reduce credit limits and become more selective in their card issuance practices. Any of these developments could have a material adverse effect on the financial position of HWGG Capital and its results of operations.

Intellectual Property Risks.

HWGG Capital relies on a combination of contractual rights and copyright, trademark, and trade secret laws to establish and protect its proprietary technology. Despite its efforts to protect its intellectual property, third parties may infringe or misappropriate its intellectual property or may develop software or technology that competes with the technology created by HWGG Capital. In addition, HWGG Capital’s competitors may independently develop similar technology, duplicate services or design around its intellectual property rights. HWGG Capital may have to litigate to enforce and protect its intellectual property rights, trade secrets and know-how or to determine their scope, validity or enforceability, which is expensive and could cause a diversion of resources and may not prove to be successful. The loss of intellectual property protection or the inability to secure or enforce intellectual property protection could harm its business and ability to compete.

Third parties may assert that HWGG Capital’s employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

HWGG Capital may also be subject to costly litigation in the event its services and technology infringe upon another party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed by HWGG Capital’s services or technology. HWGG Capital might employ individuals who were previously employed at other companies, including their competitors or potential competitors. Although HWGG Capital is trying to ensure that their employees and consultants do not use the proprietary information or know-how of others in their work, it may be subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Any of these third parties could make a claim of infringement against HWGG Capital with respect to its services or technology. It may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Litigation may be necessary to defend against these claims. If HWGG Capital fails in defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel. Even if it is successful in defending against such claims, litigation could result in substantial costs and be a distraction to HWGG Capital’s management and other employees.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, as well as assumptions, that, if proven incorrect or do not materialize, could cause the results of the Company and HWGG Capital, or the Company following the Share Exchange to differ materially from those expressed or implied by these forward-looking statements. Forward-looking statements generally are identified by the words “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. For example, forward-looking statements include projections of earnings, revenues, synergies, accretion or other financial items; any statements of the plans, strategies and objectives of management for future operations, including the execution of integration and restructuring plans and the anticipated timing of filings, approvals and the closing related to the Share Exchange; any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; statements of belief and any statement of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include:

You should note that the discussion of the Company’s board of directors and HWGG Capital’s management’s reasons for the Share Exchange contain forward-looking statements that describe beliefs, assumptions and estimates as of the indicated dates and those forward-looking expectations may have changed as of the date of this prospectus.

If any of these risks or uncertainties materializes or any of these assumptions proves incorrect, results of the Company and HWGG Capital could differ materially from the expectations in these statements. The forward-looking statements included in this proxy statement/prospectus are made only as of the date of this prospectus, and none of the Company and HWGG Capital is under any obligation to update their respective forward-looking statements and none of the parties intends to do so.

Under the relevant provisions of the Nevada Revised Statutes and the Company’s charter documents, holders of the Company’s Common Stock will not be entitled to statutory rights of appraisal, commonly referred to as dissenters’ rights or appraisal rights (i.e., the right to seek a judicial determination of the “fair value” of their shares and to compel the purchase of their shares for cash in that amount) with respect to the Share Exchange.

THE SHARE EXCHANGE AND SHARE EXCHANGE AGREEMENT 

The following information describes the material terms and provisions of the Share Exchange Agreement. A copy of the Share Exchange Agreement was filed as exhibit 10.21 to the Company’s Current Report on Form 8-K, dated July 25, 2022, and is incorporated by reference to this Registration Statement under Exhibit 2.1 to provide information regarding the terms of the proposed Share Exchange. Except for its status as the contractual document between the parties with respect to the Share Exchange described in the Share Exchange Agreement, it is not intended to provide factual information about the parties. The representations and warranties contained in the Share Exchange Agreement were made only for purposes of the Share Exchange Agreement and as of specific dates, were solely for the benefit of the parties to the Share Exchange Agreement and may be subject to limitations agreed to by the contracting parties, including being qualified by disclosures between the parties. These representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the agreement, and not for the purpose of establishing these matters as facts and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, they should not be relied on by investors as statements of factual information. You should read the full text of the Share Exchange Agreement carefully.

General

On July 21, 2022, the Company, HWGG Capital and the HWGG Shareholders executed the Share Exchange Agreement. Pursuant to the Share Exchange Agreement, at the Closing, all 3,820,750 shares of HWGG Capital issued and outstanding immediately prior to the Closing shall be exchanged for the Exchange Shares, which will be 91,666,667 shares of the Company’s Common Stock.

Structure and Consideration

Pursuant to the terms and subject to the conditions of the Share Exchange Agreement, at the Closing, each issued and outstanding share of HWGG Capital shall be exchanged for a pro rata portion of the Exchange Shares based upon the total number of shares of HWGG Capital held by such HWGG Shareholder immediately prior to the Closing. No fractional shares of Common Stock shall be issued in connection with the Share Exchange, and no certificates or scrip for any such fractional shares shall be issued. The number of shares of Common Stock that would be issued to each HWGG Shareholder in connection with the Share Exchange (after aggregating all fractional shares of Common Stock which would have been issued to such Shareholder) shall be rounded down to the next whole share, in lieu of such fractional shares. Upon consummation of the Share Exchange, HWGG Capital will become a wholly owned subsidiary of the Company. From and after the Closing, the HWGG Shareholders shall become shareholders of the Company and shall have no rights or interest as HWGG Shareholders.

Reasons for the Share Exchange.

Company’s Reasons for the Share Exchange.

After extensive review and discussion, on July 20, 2022, the members of the board of directors of the Company, acting by written consent, determined that Share Exchange Agreement was advisable and in the best interest of the Company and its shareholders, and voted to approve the Share Exchange Agreement. On July 20, 2022, the Company, HWGG Capital and all of the HWGG Shareholders, voted, by written consent, in accordance with the Labuan applicable laws, to approve the Share Exchange Agreement.

In reaching the decision to approve the Share Exchange Agreement, the Company’s board of directors consulted with senior management considered a number of factors, including, without limitation, the following factors, which are not presented necessarily in order of priority:

HWGG Capital’s Reasons for the Share Exchange.

After extensive review and discussion, the directors of HWGG Capital and all of the HWGG Shareholders, acting by written consent, on July 20, 2022, unanimously approved the Share Exchange Agreement as advisable and in the best interest of HWGG and the HWGG Shareholders. In reaching the decision to approve the Share Exchange Agreement, the board of directors consulted with the senior management and counsel of HWGG Capital and considered a number of factors, including, without limitation, the following factors, which are not presented necessarily in order of priority:

Effect of the Share Exchange.

From and after the Closing of the Share Exchange, HWGG Capital will be a wholly owned subsidiary of the Company, but will continue to operate as a separate entity, and the directors and the executive officers of HWGG Capital immediately prior to the Closing shall continue to serve as the directors and the executive officers of HWGG Capital until their successors are duly appointed or elected. The Memorandum of Association will continue to govern HWGG Capital, but HWGG Shareholders will receive the Company’s shares of Common Stock and will have their rights as shareholders governed by the Company Articles of Incorporation and Bylaws, and Nevada corporate laws.

Representations and Warranties.

The Share Exchange Agreement contains customary representations and warranties of the Company, HWGG Capital and HWGG Shareholders, for a transaction of this type relating to, among other things: 

Certain fundamental representations and warranties in the Share Exchange Agreement, shall survive the closing of the transactions contemplated by the Share Exchange Agreement until the first anniversary of the Closing Date. The surviving representations and warranties are (i) for HWGG Capital, due organization and good standing, title to securities, capitalization, subsidiaries, authorization and finders and brokers, (ii) for the HWGG Shareholders, title to their respective shares of HWGG Capital and the power and authority to execute the Share Exchange Agreement and consummate the Share Exchange, and (iii) for the Company organization and qualification, title to securities, capitalization, and authorization.

Conduct of Business Pending Share Exchange

The Company and HWGG Capital have agreed that during the period from the date of the signing of the Share Exchange Agreement and until the earlier of the termination of this Agreement or the Closing and except as expressly contemplated by the Share Exchange Agreement, HWGG shall and shall cause its subsidiaries to (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice; (ii) comply with all applicable laws; (iii) preserve intact, in all material respects, their respective business organizations, maintain existing relations with all of the HWGG Capital’s key customers, service providers, suppliers, and creditors, and keep available the services of their respective managers, directors, officers, employees and consultants, to maintain, in all material respects, and to preserve the possession, control and condition of their respective assets, all as consistent with past practice.

In addition, the Share Exchange Agreement provides that, without the Company’s prior consent, HWGG Capital shall not, and shall cause its subsidiaries to not, among other things:

Restrictions on Alternative Transactions

The Share Exchange Agreement contains restrictions on the ability of HWGG Capital and the HWGG Shareholders until the earlier of the Closing or the termination of the Share Exchange Agreement by its terms, to initiate any negotiations or provide any non-public information or data concerning HWGG Capital relating to, an acquisition proposal or alternative transaction.

Regulatory Approvals

In connection with the Share Exchange, the parties intend to make all required filings with the SEC. The parties also expect to request the approval of the LFSA for (i) the change in ownership of HWGG Capital under the License to Carry on Credit Token Business, and (ii) the change in ownership of the HWGG Capital under the License to Carry on Labuan Money-Brokering Business. Upon receipt of LFSA’s approvals of HWGG will file a Shares Transfer form (Form 20) with LFSA to officiate the transfer of HWGG shares in the Share Exchange.

The completion of the Share Exchange is contingent on making those filings and obtaining those regulatory approvals or consents, to the extent such consents are required.

Conditions to the Closing of the Share Exchange

Mutual Conditions

Conditions to Obligations of HWGG Capital and the Shareholders

 Conditions to Obligations of the Company

As noted above, one of the closing conditions requires that certain of the representations and warranties in the Share Exchange Agreement be true and correct other than for failures of such representations and warranties to not have a Seller Material Adverse Effect. A Seller Material Adverse Effect includes any fact, condition, occurrence, development, event, circumstance, or change or effect that would reasonably be expected to have a material adverse effect on the business of HWGG Capital or any of its Subsidiaries, the value of any shares of HWGG Capital, or the ability of the Company to operate or conduct HWGG Capital’s business in the manner in which it is currently, or contemplated to be, operated or conducted by HWGG Capital and its subsidiaries.

Indemnification

The Share Exchange Agreement provides that, subject to certain limitations, each of the HWGG Shareholders, their affiliates and successors or assigns shall indemnify and hold harmless the Company and its affiliates, and the respective successors and permitted assigns from and against any and all liabilities, losses, damages, claims, costs and expenses, interest, awards, judgments and penalties (including reasonable attorneys’ and consultants’ fees and expenses) actually paid, suffered, incurred by, or imposed upon, them (including any Action brought or otherwise initiated by any of them) (any of the foregoing, a “Loss”) arising out of or resulting from (a) any breach of any of HWGG Capital’s or the HWGG Shareholders’ fundamental representations and warranties or (b) any breach or nonperformance of any covenant or agreement made by HWGG Capital or the HWGG Shareholders contained in the Share Exchange Agreement to be performed subsequent to the Closing.

The Share Exchange Agreement also provides that the Company (including its affiliates and successors or assigns) shall indemnify and hold harmless the HWGG Shareholders and their respective successors and permitted assigns from and against any and all Losses arising out of or resulting from (a) any breach of any of the Company’s fundamental representations and warranties, or (b) any breach or nonperformance of any covenant or agreement made by Company in the Share Exchange Agreement to be performed subsequent to the Closing.

In each case, no claim for indemnification may be made until the aggregate amount of indemnifiable Losses equals or exceeds $5,500 whereupon the respective indemnified party shall be entitled to indemnification for the full amount of such Losses. Further, in each case, the aggregate indemnification actually paid by either party with respect to breaches of representations and warranties will not exceed $55,000,000. Payments by either party in respect of any Loss will be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received or reasonably expected to be received by the indemnified parties, as applicable, in respect of any such claim.

The indemnified parties, as applicable, have agreed to take, and cause their respective representatives to take, all commercially reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Loss; provided, that nothing in the Share Exchange Agreeemnt requires any Indemnified Party to file any claim under any insurance policy.

Termination of the Share Exchange Agreement

The Share Exchange Agreement may be terminated prior to the Closing Date as follows: 

Except as otherwise expressly provided in the Share Exchange Agreement, each party will bear its own costs and expenses in connection with the preparation, negotiation and execution, amendment or modification of the Share Exchange Agreement and the consummation of the Share Exchange and the other transactions contemplated thereby.

Amendment; Waiver

The Share Exchange Agreement may not be amended or waived except by written instrument duly executed by, in the case of an amendment, each of the parties, or, in the case of a waiver, by the party or parties against whom enforcement of such waiver is sought. The grant of a waiver in one instance does not constitute a continuing waiver in any other instances. No failure by any party to exercise, and no delay by any party in exercising, any right, remedy, power or privilege under the Share Exchange Agreement will operate as a waiver thereof.

Resales of the Exchange Shares

The Exchange Shares to be issued to the HWGG Shareholders pursuant to the Share Exchange Agreement are being registered in this Registration Statement, and once the Registration Statement is declared effective by the SEC, they may be freely traded without restriction by holders who will not be affiliates of the Company following the closing of the Share Exchange.

Directors and executive officers of the Company and beneficial owners of 10% of more of the Company’s securities will be considered affiliates of the Company upon the closing of the Share Exchange. They may resell their Exchange Shares acquired in the Share Exchange only if the shares are registered for resale under the Securities Act or an exemption is available. They may resell under the safe harbor provisions of Rule 144 under the Securities Act or as otherwise permitted under the Securities Act.

Governing Law

The Share Exchange Agreement is governed by and will be construed in accordance with the laws of the State of Nevada without giving effect to the conflicts of law principles thereof, which would result in the applicability of the laws of another jurisdiction.

Interests of Affiliates in the Share Exchange

Interests of Directors and Executive Officers of the Company and their Affiliates in the Share Exchange.

Certain members of the Company’s and HWGG Capital’s directors, executive officers and their affiliates have interests in the completion of the Share Exchange that may be different from, or in addition to, the interests of the Company’s shareholders generally:

Lim Hui Boon, the Company’s President, is an existing shareholder of the Company and a beneficial owner of 1.8% of the Company’s equity securities. Upon consummation of the Share Exchange, it is anticipated that Lim Hui Boon will not receive any portion of the Exchange Shares and will have a beneficial ownership of 0.1% of the Company’s equity securities, but his sons will acquire a significant beneficial ownership of the Company as indicated below. He will continue to serve as the Company’s President.

Lim Chun Hoo, a son of Lim Hui Boon, the Company’s President, is an existing shareholder of the Company and a beneficial owner of 3.8% of the Company’s equity securities. He is also a beneficial owner of 56.5% of HWGG Capital and a former director of HWGG Capital. Upon consummation of the Share Exchange, it is anticipated that Lim Chun Hoo will beneficially own approximately 53.5% of the Company’s equity securities

Dato’ Lim Ooi Hong, another son of Lim Hui Boon, the Company’s President, is an existing shareholder and beneficial owner of 8.7% of the Company’s equity securities. He is also a beneficial owner of approximately 8.8% of HWGG Capital. Upon the consummation of the Share Exchange, it is anticipated that Dato’ Lim Ooi Hong will beneficially own approximately 9% of the Company’s securities.

Leong Yee Ming, the Company’s Chief Executive Officer, Chief Financial Officer, Chairman, Director and Secretary, is an existing shareholder of the Company and a beneficial owner of 19.9% of the Company’s equity securities. He is also a beneficial owner of approximately 0.2% of HWGG Capital. Upon consummation of the Share Exchange, it is anticipated that Leong Yee Ming will beneficially own approximately 1.3% of the Company’s equity securities and will continue to serve the Company in all positions he held prior to the Share Exchange.

Accordingly, each of these individuals, including the Company’s President and his immediate family, has a substantial interest in completion of the Share Exchange. The newly appointed director of the Company, Christine Kulbas, does not have any ownership in the Company’s securities or in HWGG Capital.

Interests of Directors and Executive Officers of HWGG Capital in the Share Exchange.

HWGG Capital has two directors, including Mok Lip Bin, executive director and Chief Executive Officer of HWGG Capital and Dato Raja Krishnan, an independent director. They do not have special interests in the completion of the Share Exchange that are different from interests of HWGG Shareholders. Mok Lip Bin is a direct beneficial owner of 2.0% of HWGG Capital, but he does not hold any offices in the Company and upon the consummation of the Share Exchange, will not be appointed to the Company as a director or an executive officer. It is anticipated that after the consummation of the Share Exchange, Mok Lip Bin will beneficially own approximately 1.9% shares of Common Stock of the Company. Dato Raja Krishan does not have any beneficial ownership in HWGG Capital.

Directors and Officers of the Company Following the Share Exchange

Pursuant to the Share Exchange Agreement, it is anticipated that the Company’s board of directors will continue to serve following the consummation of the Share Exchange.

The following table lists the names and positions of the individuals who will continue to serve as executive officers and directors of the Company upon completion of the Share Exchange.

Independence of Directors

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our board of directors comprised of a majority of “independent directors.” Neither of our two directors are independent directors under the applicable standards of the SEC and the Nasdaq stock market.

INFORMATION ABOUT THE COMPANIES

HWGC Holdings Limited

2nd Floor, No. 31 – 33

Jalan Maharajalela, 50150

Kuala Lumpur, Malaysia 

Corporate History

HWGC Holdings Limited is a holding company incorporated under the laws of Nevada. on November 19, 2013, under the name “Albero, Corp.” and on January 8, 2016, the Company changed its name to Vitaxel Group Limited. On March 2, 2022, the Company filed an amendment to its Amended and Restated Articles of Incorporation which (i) changed the name of the Company from “Vitaxel Group Limited” to “HWGC Holdings Limited” (ii) reduced the number of the issued and outstanding shares of Common Stock by effecting a reverse stock split in the split ratio of 1-for-10 (the “Reverse Stock Split”) and (iii) increased the authorized share capital of the Company from 71,000,000 shares, consisting of 70,000,000 shares of Common Stock, and 1,000,000 shares of preferred stock, $0.0001 par value per share (the “Preferred Stock”), to 425,000,000, consisting of 400,000,000 shares of Common Stock and 25,000,000 shares of Preferred Stock.

On March 10, 2022, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of the Relative Rights and Preferences of The Redeemable Convertible Preferred Stock of HWGC Holdings Limited (the “Certificate of Designation”). Pursuant to the Certificate of Designation, the board of directors of the Company authorized the creation 25,000,000 shares of Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “RCPS”). The RCPS is ranked senior to all classes or series of the Company’s Common Stock and does not have any voting rights. However, the holders of the RCPS are entitled to receive, when declared by the board of directors, cumulative cash dividends at the rate of 6% per annum on each $1.00 per RCPS. Commencing on the date of issuance, the dividends on the RCPS shall accrue and be cumulative, payable annually in arrears on the 30^th business day on each anniversary of the issue date. Dividends will accumulate whether or not the Company has earnings or whether funds are legally available or declared by the Board, and no interest will be payable on any dividends which may be in arrears. Each share of RCPS shall be convertible into one share of common stock of the Company, upon the board of directors approving the initiation of the listing process to list the shares of the Company on any stock exchange, or upon the written approval of the Company. The Company may also, at its option, redeem the RCPS for cash at a redemption price of $1.00 per share plus any accumulated and unpaid dividends thereon. Notwithstanding, all outstanding RCPS shall be redeemable by the Company on the second anniversary of the issuance date thereof.

At the date of this Registration Statement, there are 5,409,310 shares of Common Stock are issued and outstanding and no shares of RCPS have been issued.

On July 21, 2022, the Company, HWGG Capital and the HWGG Shareholders entered into the Share Exchange Agreement. More information regarding the Share Exchange and the terms of the Share Exchange Agreement are discussed throughout this prospectus, particularly in sections entitled “The Share Exchange and the Share Exchange Agreement.”

On August 9, 2022, the Company, Fintech Scion Limited, and all shareholders of Fintech Scion Limited, entered into a share exchange agreement, pursuant to which, and subject to the closing conditions set forth therein, all of the holders of Fintech shares will transfer to the Company the shares held by such shareholders in exchange for an aggregate of 101,666,667 newly issued shares of the Company’s Common Stock. The closing of the share exchange with the shareholders of Fintech Scion Limited is conditioned upon this Registration Statement being declared effective by the SEC.

Overview

Through Vitaxel and Vionmall, the Company runs and operates an e-commerce business. Vitaxel was organized and commenced business operations in 2014 and Vionmall was organized and commenced business operations in 2015. Vitaxel is a global direct selling, multi-level marketing company offering travel, entertainment, lifestyle and other products and services principally through electronic commerce commonly referred to as e-commerce. Vionmall is involved in e-commerce business, through its platforms: Vionmarket, VTrips and VMall. Vionmarket is a rebate website that provide retail sales direct to consumers. However, Vionmarket do not develop or manufacture the products and services. VTrips is a platform that provides concessionary and travel packages to the public and members of Vitaxel. VMall is a newly launched e-commerce platform during current year first quarter.

The Company generates revenues through sales of our products on our e-commerce platforms. As a multi-level marketing company (“MLM”), a significant part of our platform involves recruiting members that sell our goods and services and that assist in recruiting other members. Our members can also promote and sell their own products and services through our Vionmall subsidiary. 

The Company presently has approximately 5,700 members.  As of December 31, 2021, approximately 62% of our members reside in Malaysia, 29% of our members reside in Singapore, 4% members reside in China, approximately 3% members reside in Hong Kong and approximately 2% members reside in other countries. We provide our members from time-to-time with training which includes prospecting and closing skills, plan orientation, back-office training, network management, personal and leadership development and team-building activities.

Unlike the traditional MLM business model where most of the business model concentrates on particular products and services, our business model allows our members to own a sub-domain through Vionmall where they can promote their own products and services (separate from our products and services).

Competition

The goods and services we sell that are most vulnerable to competition are those categories that relate to travel, entertainment and lifestyle products and services. These services are available through many channels including those of direct selling and the Internet. We try to differentiate ourselves from our competitors through our member focus on the consultative and educational nature of the sales process and the contact that our members have with their customers.

We are subject to competition for the recruitment of members from other network marketing organizations, including those that market similar products and services as well as other types of products and services. Our ability to remain competitive depends on having relevant products that meet consumer needs, a rewarding compensation plan, and a financially viable company.

Management believes that the direct selling channel is an effective way to sell our products and services. We believe that the direct-selling channel is ideally suited to marketing our products and services because demand for travel, entertainment and lifestyle products and services is strengthened by ongoing personal contact and education between members and their customers. In addition, our members consume our products and services themselves, and therefore can provide first-hand testimonials about our products and services, which can serve as a powerful sales tool.

We believe our business model enables us to grow our business with moderate investment in our infrastructure and fixed costs. We incur no direct incremental cost to add a new member in our existing markets or add additional products and services to our product and service mix, and our member compensation varies directly with sales. Furthermore, we can readily increase production and distribution of our products and services as a result of having access to numerous third-party relationships.

Government and Industry Regulation

Many countries have either implemented new laws or, made revisions to existing laws on direct selling and multilevel marketing in the last decade. Both developed and developing economies have realized the potential of the direct selling industry in light of the positive socio-economic impact of this sector – both directly and indirectly.

Along with the primary objective of regulating various fraudulent schemes, these countries have also enacted specific legislation largely self-monitored by local associations. Globally, these regulations relating to direct selling industry vary from country to country. Certain countries, including Malaysia, have enacted specific anti-pyramid laws to deal with frauds and abusive schemes, however, through specific regulations, they distinguish permissible multi-level marketing (“MLM”) operations by direct selling companies. On the other hand, some countries primarily focus on consumer protection and strive to identify fraudulent schemes.

The substantive provisions governing direct selling businesses in various countries are founded on similar principles such as drafting a precise definition of direct selling business, pre-licensing of direct selling company, registration of direct sellers, stipulations governing activities and rewards/bonuses received by direct sellers, bans on entry fees, extensive buy-back policies and related matters.

In addition, the direct sales/MLM industry has some level of self-regulation and standards established by recognized trade organizations. The direct selling industry self –regulates itself to maintain high levels of probity, integrity, corporate governance and consumer protection standards. Multiple direct selling companies from across the world have also joined forces to form direct selling associations which promote ethical business practices and prescribe a detailed code of ethics for the members, its sales representatives and customers. The code of conduct is a self –regulatory standard which regulates the varying interactions across the spectrum of direct sales that often exceeds local legal requirements.

The World Federation of Direct Selling Associations (“WFDSA”) is a non-governmental, voluntary organization globally representing the direct selling industry as a Federation of 60 national Direct Selling Associations (“DSA’s”) and one regional DSA – Federation of European DSA (Seldia). The “World Selling Code of Conduct” (the “DSA Code”) was published by the WFDSA for National DSA members. This DSA Code establishes a standard framework for interaction between direct selling member companies, their direct sellers and consumers. The DSA Code is a constantly evolving cornerstone of the direct selling industry’s commitment to ethical business practices and customer service. It is a mechanism that helps ensure that independent salespeople and customers are treated fairly and respectfully.

In order for a DSA to become a member of WFDSA, it must adopt the minimum standards set forth by the Code to the extent the requirements are consistent with the law in each particular country. These Code of Ethics are enforced by an independent code administrator who is not connected with any member company. As a condition to membership in the DSA, all member companies agree to honor the administrator’s decisions. Broadly, the Code seeks to capture various aspects of a direct selling business which need to be regulated including use of misleading testimonials, misrepresentation of actual or potential earning claims or use of any exploitative and deceptive recruitment practices.

The Code has been classified into three sections containing regulations in respect of:

Further, to help ensure legal compliance, the Code provides those new memberships should not be subject to significant monetary commitment either by way of entrance fees, training fees, purchases of sales kits or inventory loading. The companies take responsibility for consumer protection through provision of accurate information, product warranty and buyback offer. It ensures that member companies implement adequate mechanisms to address customer complaints with respect to their products and/or its sales representatives.

The Code is a self-regulation and not a law, therefore, does not restate all legal obligations. Compliance with local laws pertaining to direct selling by National DSA’s is a condition of acceptance by or continuance of membership in DSA. The Code also has a provision for an extra-territorial effect wherein every national DSA pledge that it will require each member to comply with the WFDSA World Codes of Conduct for Direct Selling with regard to direct selling activities outside of its home country, unless those activities are under the jurisdiction of Codes of Conduct of another country’s DSA to which the member also belongs.

Malaysia is a member of the WFDSA and has drafted a standard code of ethics for companies engaged in direct selling activities.   

While the Company does not necessarily “commit” to the worldwide industry standards it does endeavor to maintain those standards as a minimum.   

Regulations in Malaysia

The rise of the number of direct selling companies in Malaysia was accompanied by the rise of fraudulent activities such as pyramid and Ponzi schemes. In 2011, Malaysia amended its previously existing statute to rename it the Direct Sales and Anti-Pyramid Scheme Act (the “DSAPSA”). The key objectives of DSAPSA were to incorporate specific provisions governing sales achieved through electronic medium and regulations on legitimate multilevel marketing.

The DSAPSA provides for:

All door-to door sales and mail order selling (including selling by telephone) in Malaysia are subject to the DSAPSA which sets forth the conditions under which business may be conducted, defines requirements of direct sales contracts, identifies conditions under which licenses may not be granted or revoked and the punishment for fraud. The DSAPSA also provides for a cooling-off period of 10 days after the date of making a direct sales contract. The regulating authority is the ministry of Domestic Trade and Consumers Affairs.

The DSAPSA also stipulates that any person negotiating a door-to door sale will have to produce an identification card and authority card. This protects consumers from fraudulent schemes. In Malaysia, direct sellers are treated as independent contractors. The following types of marketing plans are presently covered under the provisions of the DSAPSA:

There is no prohibition on the sales of specific products. However, direct selling companies wanting to introduce new products must seek prior approval from the relevant authority before distributing the products. Also, all health products must be registered with the Drug Control Authority, Ministry of Health, before they can be sold through this mode. The Company is not involved in either door-to-door sales or mail order sales.  

The Direct Selling Association of Malaysia (“DSAM”)

The DSAM functions at the societal level to create and maintain an environment that is conductive to the growth and stability of the direct selling industry in Malaysia. Established in 1978 as a national trade association, it is led by a President and Vice-President and 7 committee members, all of whom are elected by member companies. In addition to the cooperation extended by member companies, the DSAM works closely with the Ministry of Domestic Trade, Co-operatives & Consumerism, Ministry of Finance, Ministry of Health, other government bodies and trade associations to achieve common goals. The DSAM Code of Conduct is an example of self-regulation. It is a strict and effective code of conduct implemented worldwide, and endorsed by the Ministry of Domestic Trade, Cooperatives& Consumerism.

Management

The following table sets forth as of the date of this prospectus the name, age, and position of each executive officer, key employee and director and the term of office of each such person.

Directors are elected to serve until the next annual meeting of shareholders and until their successors are elected and qualified. Directors are elected by a plurality of the votes cast at the annual meeting of shareholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

Set forth below is certain biographical information regarding each of our directors and officers as of the date of this prospectus.

Leong Yee Ming – Chief Executive Officer, Chief Financial Officer, Secretary and Director

Leong Yee Ming has served as our Chief Executive Officer and as a Director since January 18, 2016. He has more than 30 years of field and management experience in business, particularly in the network-marketing industry. Since November 2015, he has also served as the chief executive officer for Vitaxel Sdn. Bhd. From December 2013 until May 2015 he served as Chief Executive Officer for Grande Life, Inc. and Grand Legacy, Inc. (“Grand Legacy”), corporations which he co-founded which are engaged in relationship marketing and lifestyle programs. From February 2011 until November 2013, he was a strategic consultant for MLM Co., in Asia and the United States. From April 2009 until January 2011, he was a Pioneer Leader/1st Diamond Executive in Kuala Lumpur, Malaysia for Asia – Velocity International Inc. From May 2005 until January 2009, he was the chief operating officer for Gano iTouchLife Worldwide Inc., a company which he co-founded in Singapore. From December 2002 until March 2005, he was a Pioneer Leader, International Systems Trainee and 8-Star Distributor for Tiens Health Development SDN BHD in Kuala Lumpur, Malaysia. Leong Yee Ming’ s extensive experience in the industry led to the decision to appoint him to our board of directors.

Dato Lim Hui Boon – President

Dato Lim Hui Boon has served as our President since March 15, 2016. He is a self-made businessman who, since his early ventures into the transportation business has, over the years, expanded into various sectors including hospitality, entertainment, mining and manufacturing. He started his business in transport and travel marketing overseas customers for Genting Group. He is the founder of the Ho Wah Genting Berhad (“HWGB”) Group of Companies which includes Ho Wah Genting Berhad, Ho Wah Genting Transport& Tour SDN BHD and Ho Wah Genting Coach Manufacturing SDN BHD. Through Dato Lim Hui Boon’s leadership, HWGB was successfully listed on the Second Board of Kuala Lumpur Stock Exchange in December 1994, and later transferred to Main Board of Bursa Malaysia Securities BHD in November 2000. He was designated as the Group President to the Board of HWGB after his resignation as an Executive Director and Chairman on June 14, 2011. He is also the founder of CVM Mineral Limited, a mining and manufacturing of magnesium ingot. The company was listed on the main board of Hong Kong Stock Exchange in December 2008. He later served as a President of the company from November 2009 to February 2013. Dato Lim Hui Boon also held other directorship due to his experience. He was the Director of HWG International Singapore Limited (listed on Singapore Exchange) from 1995 to 1998 and the Director of Paragon Union Berhard (listed on Bursa Malaysia) from 1997 to 1998. He also holds positions as an Honorable Committee Member of the Kuala Lumpur and Selangor Hwee Ann Association and a member of the Kuala Lumpur and Selangor Chinese Chamber of Commerce and Industry. In May 2015, Dato’ Lim Hui Boon received an Honorary Professorship from the University of International Business and Economics, Beijing, China. Dato Lim Hui Boon’s extensive experience in the industry led to the decision to appoint him to our board of directors.

Christine Kulbas – Director

Christine Kulbas was appointed to the Company’s board of directors on May 19, 2022. She has international marketing business experience in product and service marketing, establishing brand awareness, social media, partnership management and customer relationship management. Since January 2020, Ms. Kulbas has been serving as Head of Marketing at FintechCashier, a London-based payments solutions provider offering digital banking services to merchants globally, where she develops and executes marketing strategies within the banking and fintech industry, including creating and managing digital marketing, performing marketing research and analysis. Prior to joining FintechCashier, from September 2019 to January 2020, Ms. Kulbas served as public relations and client relationship officer at IT London, where she was involved in the opening of a fine dining restaurant, created and managed brand image, organized events, and built and managed client relationships. Between April and August 2019, Ms. Kulbas worked as Social Media and Marketing Assistant at Ronnie Colbie, a London flower design boutique, and from August 2015 to August 2016, she was employed as a sales manager at Mandatum Life Insurance Baltic SE. Christine Kulbas received her Bachelor’s in Arts degree in International Marketing with honors from the University of Westminster, England, in 2019 and graduated from ESCE International Business School in Paris, France in 2017.

Family Relationships

Except as disclosed in this prospectus and the Company’s SEC reports, there are no family relationships among our directors or executive officers or between directors and executive officers of the Company and HWGC Capital.

Legal Proceedings

Involvement in Certain Legal Proceedings

During the past ten years, none of our current directors, executive officers, promoters, control persons, or nominees has been:

The Company did not establish any board committees. We expect that, following the Share Exchange, the standing committees of our board of directors will consist of an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business.

Code of Ethics

The Company does not currently have a written code of ethics and business of conduct policy.

Director Compensation

Neither we, VitaxelSB nor Vionmall have compensated our directors, in their capacities as such, since our respective formations. Following the consummation of the Share Exchange, it is expected that after the Share Exchange, the Company will not provide compensation to non-employee directors which is in line with the Company’s current practices.

Executive Compensation

Summary Compensation Table

The table below sets forth certain information about the compensation awarded to, by or paid to our Chief Executive Officer and the other executive officers for the years ended December 31, 2021 and December 31, 2020.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Except as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

On November 1, 2015, Vitaxel entered into a Consulting Services Agreement (the “Consulting Agreement”) with Leong Yee Ming, pursuant to which Leong Yee Ming has been providing management services to Vitaxel. Pursuant to the initial term of the Consulting Agreement, Leong Yee Ming was receiving a monthly consulting fee of RM12,000 (approximately US$2,896 per month) and an expense allowance of RM2,000 per month (approximately US$483 per month). Effective January 1, 2017, Leong Yee Ming monthly consulting fee has been increased to RM17,000 (approximately US$4,102 per month).  Between September 1, 2020 and March 1, 2021, Leong Yee Ming was receiving RM13,600 (approximately $3,282 per month). Due to the effect of the COVID-19 pandemic, between March 1, 2021 and May 1, 2021 the monthly consulting fee were further revised to RM8,000 (approximately $1,931 per month). Between May1, 2021 and until July 31 2021, Leong Yee Ming was receiving a monthly consulting fee of RM17,000 (approximately US$4,102 per month).The Consulting Agreement, as amended, expired on July 31, 2021.  

Other than as set forth above, none of the Company’s executive officers have employment agreements directly with the Company, although they may enter into such agreements in the future.

Stock Option Plan

The Company adopted the 2016 Equity Incentive Plan (“2016 Plan”), which reserves a total of 1,000,000 shares of the Company’s Common Stock for issuance under the 2016 Plan.

Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year End

In 2017, the Company issued 310,029 shares of our Common Stock under the 2016 Plan. Out of the 310,029 shares of our Common Stock, the Company granted and issued 100,000 shares of common stock of the Company to Dato Lim Hui Boon, President of the Company; 100,000 shares of common stock of the Company to Leong Yee Ming, CEO of the Company; and 100,000 shares of common stock of the Company to Lim Wee Kiat, who was then Chairman of the Board. In December 2017, the board of directors of the Company increased the number of shares under the 2016 Plan to 4,000,000 shares. During the year ended December 31, 2021 and 2020, the Company did not issue any shares options under the 2016 Plan. As of December 31, 2021, there were an aggregate of 36,899,710 shares of common stock remaining eligible for issuance pursuant to the 2016 Plan, as amended to date.

Our Facilities

The Company does not own any real property. Our principal executive offices are currently located at 2nd Floor, 31 – 33, Jalan Maharajalela, Kuala Lumpur, Malaysia, 50150, Kuala Lumpur, Malaysia. This lease has a three (3) year term, which started from February 1, 2022, with the rent commencement date of May 1, 2022, and will terminate on January 31, 2025. The monthly payment for the Lease is RM13,500.00), required to be paid monthly in advance. This location is utilized for corporate office and inventory storage, and we believe our facilities are adequate for our current needs. Additional space may be required as we expand our business activities, but we do not foresee any significant difficulties in obtaining additional office facilities if deemed necessary.

Litigation

The Company may become involved in certain legal proceedings and claims which arise in the normal course of business. As of the filing date of this prospectus, the Company did not have any significant litigation outstanding.

HWGG Capital P.L.C.
Lot 2-15, Labuan Times Square,
Jalan Merdeka
87007 Labuan, Malaysia

Corporate History and Structure

HWGG Capital, formerly known as “Grand Legacy Inc,” is a private company incorporated on November 6, 2014, under the Labuan Act. HWGG Capital is a blockchain-based digital financial services and digital platform company with two core business segments, a money brokering service and a credit token business. These two core businesses have created a proprietary blockchain payments ecosystem that provides payment solutions, licensed money brokering services, and the facilitation of investing activities for individuals and businesses.

HWGG Capital has two subsidiaries: (1) HWGC KZ Limited, a direct wholly owned subsidiary organized as a private company under the laws of the Republic of Kazakhstan in January 2022, and (2) HWG Cash Singapore PTE, Ltd., a private company limited by shares and organized under the laws of the Republic of Singapore in October 2021, in which HWGG Capital has 55% equity interest; the remaining equity interests are held by two of the HWGG Shareholders. Neither of HWGC Capital’s subsidiaries are currently doing business.

Prior to May 11, 2022, HWGG Capital owned a forty (40%) percent equity interest in Ho Wah Genting Investment Bank (Labuan) P.L.C. (“HWGIB”), a company incorporated under the Labuan Act, and licensed under LFSA to carry out investment banking business and advisory services for corporate and investment matters. On May 11, 2022, HWGG Capital sold an aggregate of 1,539,375 ordinary shares of HWGIB for $1,539,375. Currently, HWGG Capital owns approximately 2.5% equity in HWGIB.

Products and Services – The Ecosystem

HWGG Capital’s payments ecosystem is built on blockchain technology. A blockchain is a decentralized digital ledger for digital asset transactions that records and enables secure transactions without third party intermediaries. A blockchain ecosystem is a network of products and participants that facilitate blockchain transactions. HWGG Capital’s blockchain payments ecosystem consists of both service partners, which are described in more detail below, and two main products —HWG Cash and the HWGCash application (“HWGCash App”).

HWGG Capital’s payments ecosystem allows users to access HWGG Capital’s licensed money brokering services that consist of the liquidation and procurement of cryptocurrencies, both HWGCash and a select group of other cryptocurrencies, and remittance services. The HWGCash App also gives users access to payment solutions services, such as secured e-wallets, and the ability to spend digital assets or withdraw them in fiat at any automated teller machine (ATM) by using a prepaid card.

According to HWGG Capital’s management, it believes that it is the first digital assets payment operator to be fully licensed by the LFSA in Malaysia. HWGG Capital holds the following licenses from the LFSA, which allow it to develop and promote new innovative financial solutions and services:

Development of the Business.

In 2018, HWGG Capital launched HWG Cash, a 1-to-1 stablecoin pegged to the value of the U.S. dollar, and created the digital assets platform HWGCash App, which opened the door to transactions and investment possibilities for both individuals and businesses. HWGG does not currently do business in the United States and has no intentions to do so. HWGG Capital aims to become Asia’s leading digital asset financial services provider and to continue to expand its market in Europe and the United Kingdom.

HWGG Capital money brokering business operates primarily in Europe and Dubai, with over 70% of their revenue under this business segment coming from Europe.

HWGG Capital’s credit token business operated primarily in Asia and currently provides HWGCash payment solution services in the following countries:

Since the start of its operation, in 2017, HWGG Capital has achieved the following milestones:

Revenue Generation and Key Business Activities.

The diagram below illustrates how the HWGCash App allows clients to access HWGG Capital’s payment solution services with HWG Cash and money brokering services:

Revenue Generation.

HWGG Capital generates revenues by charging transaction fees on the buying and selling of cryptocurrencies through the HWGCash App as part of its payment solution services, and on its money brokering transactions. Since HWGG Capital is not a crypto exchange, it charges fees for acting as an agent that connects clients to liquidity providers who arrange for the conversion of digital assets to fiat and service providers that assist clients with accessing such fiat. Only the following transactions within the HWGG payments ecosystem are chargeable:

HWGG Capital recognized $431,356 and $112,592 in revenues for the periods ended December 31, 2021 and 2020, respectively. The fees charged on transactions accounted for $341,002 of the total revenues for these time periods, with $101,906 coming from the credit token business segment and $239,096 from the money brokering business segment. Commissions charged on investment banking activities comprised the remainder of the revenue stream.

Since HWGG Capital charges transaction fees on the business activities it offers, its revenues are reliant on the size of their client base. While HWGG Capital provides services to individual users through the HWGCash App, it also focuses attracting corporate clients within certain target markets. HWGG Capital’s target markets for corporate clients are in predominately in the forex exchange, investment, contract of differences and similar financial platforms, the entertainment industry, and the fintech industry.

Once HWGG Capital enters into a contractual arrangement with a corporate client, it can then provide payment solutions, using HWG Cash, and money brokering services to their clients’ clientele, thus increasing potential revenue generation. Currently, HWGG Capital has over 100 corporate clients. HWGG Capital works closely with these clients to onboard their respective client bases. This may include providing commission, referral program and others benefits for the corporate clients to make onboarding with HWGG Capital more attractive.

This following diagram illustrates HWGG Capital revenue streams: 

Key Business Activities

Payment Solutions with HWG Cash.

Users of the HWGCash App can make or receive payments with HWG Cash. The procedure is instantaneous and can be crucial for businesses especially when dealing with payments from overseas customers. Typically, overseas transactions take approximately three (3) days if all documents are ready and may even take up to two (2) weeks if there are queries from financial institution. The payment solution services provided by HWGG Capital reduces transaction time by making the transaction instantaneous. A diagram below shows the process of HWGG Capital’s payment solutions:

The HWGCash App can also be used to liquidate digital assets, such as HWG Cash, and withdraw to fiat. Users have two (2) options for such withdrawals, either redeeming to a bank or a prepaid card. The diagram below shows the process of withdrawal to fiat:

Money Brokering Business.

As a licensed Labuan money brokering business, HWGG Capital can bring together clients with their counterparties in money or foreign exchange markets. These types of activities are further split into two (2) business categories:

Liquidation of digital assets.

This is the process of converting digital asset such as Bitcoin, Ethereum, Tether and HWG Cash into fiat (currently, HWGG Capital only accepts these certain digital assets). Liquidation of digital assets requires a broker. HWGG Capital has engaged B2C2, a broker from United Kingdom, to provide liquidation services. HWGG Capital earns a transaction fee on each liquidation.

The diagram below shows the process for liquidation of digital assets:

Remittance Services.

Remittance is sending fiat to other countries in that country’s local currency. To reach wider countries and clients, HWGG Capital has partnered with GEA Limited one of the largest Hong Kong remittance companies and appointed them as its agent which allows HWGG Capital to use the GEA platform for connectivity to banks, e-wallet operators and other participants relating to payment facilities in Hong Kong, Singapore, Indonesia, Thailand, Malaysia, Philippines, Japan and Korea. HWGG Capital collects revenue from the conversion rate before sending the fiat to the country requested by the client.

The diagram below shows the process for remittance:

Amplify Program.

The Amplify program is an investment opportunity program that allows licensed financial institutions to place their investment funds on the HWGCash App. Interested HWGG Capital clients can then subscribe to the investment funds at their own risk. HWGG Capital aims to provide both its clients and the fund owners with the ability to access digital asset investors and for digital assets investors to access more conventional investments.

HWGG Capital does not own the investment products or advise HWGG Capital clients on any investments. HWGG Capital acts solely as a bridge between the fund owners and potential investors by allowing fund owners to place their investment products on the platform.

The diagram below shows the process for uploading investment products:

The diagram below shows process for clients to select investment products:

Key Service Partners.

HWGG Capital has created their blockchain ecosystem with a number of service partners in order to provide a robust financial services platform to its clients. The major service partners include:

HWGG Capital works with these partners, and others like them, to enable the HWGCash App to serve as a medium that connects digital and traditional markets, allowing individual users and corporate clients to expand their reach internationally by facilitating easier acceptance of cross-border payments using crypto currency, which can later be processed into fiat.

Competition

As a digital asset financial services provider, HWGG Capital operates in a highly competitive industry. It competes against unregulated companies and companies with greater financial and other resources. In the field of money brokerage, liquidation and procurement of digital assets, its competitors include well-known international companies that operate on Asset Digital Exchanges, such as Binance, Coinbase and Houbi.

For payment solutions, there are many competitors in the market, this includes PayPal, Stripe and Razer merchant Services.

Credit token license is for issuing of cryptocurrency via blockchain. HWGG Capital will be competing with any companies that issue stablecoin tokens (whether such token is pegged with fiat or another form of asset).

Intellectual Property

HWGG Capital uses a combination of internal policies, intellectual property laws, in most instances relying upon trade secrets, confidentiality and other contractual provisions to protect its proprietary technologies and brands. HWGG Capital grants limited licenses to certain of its customers to use its proprietary rights upon requests by such customers and HWGG Capital’s internal verification process.

Directors and Executive Officers of HWGG Capital

The following table sets forth certain information as of the date of this prospectus, regarding directors and named executive officers of HWGG Capital:

Mr Mok is the Chief Operation Officer of HWGG since 2018. He oversees business operation of HWGG. Mr Mok received his Bachelor of Arts in Management and Marketing from Keele University in year 2012. Upon graduation, Mr Mok works in CIMB Bank for one and a half years as assistant sales manager. His last position in CIMB Bank was Mortgage Advisor. He joined Ho Wah Genting Group Sdn Bhd in February 2015 as the sales director. He was responsible to develop business plan for new products, overseeing the operation matters and train the staff to roll out the products to the right clientele. He was subsequently promoted to Business Development Manager in 2017 due to his dedication and the ability to lead a team of marketing and operation staffs to build a strong clientele for the company.

Dato Raja Segaran S.Krishnan (Dato’ Krishnan) serves as an independent director of HWGG Capital since 2018. He is a former Director of the Financial Services Institute (FSI) of the British Virgin Islands. He is a current Committee Member of the Disciplinary Panel, Society of Trust and Estate Practitioners (STEP) Worldwide. On May 29, 2017, he was appointed as an Adviser of Family Trust Legal Affairs Centre (FLTAC) of King & Capital Law Firm, the oldest legal firm and a First Tier Law Firm in China. He is a Visiting Scholar (Law and Offshore Financial Services) at Nankai University, Tianjin, Beijing, China. He is a Director and the Lead Program Tutor of ProNumeris Training Centre Ltd, a leading Consultancy and Training Company based in Mauritius. Dato’ Krishnan is an Advocate and Solicitor. Dato’ Krishnan holds a Bachelor of Economics from the National University of Malaysia, a Bachelor of Law and master’s in law (Advance Company Law) with Merit from the University of London. He has also completed the Certificate of Legal Practice from the Legal Qualifying Board Malaysia and holds a Diploma in Education. Dato’ Krishnan is a full member of STEP Glasgow, Scotland. Dato’ Krishnan achieved distinction in STEP Advanced Certificate in Family Business Advising and holds a STEP Advanced Certificate in Trust Disputes. Dato’ Krishnan is currently a Director of Labuan Borneo Trustees Limited, a regulated Trust and Fiduciary Services Company based in Labuan, Malaysia. He is also a Licensed Trust Officer with LFSA. Dato’ Krishnan is involved in and provides multi-national fiduciary services including providing advice on Foundations, Trusts, International Business Companies, Family Office, Compliance and Regulatory aspects, and Estate Planning with particular specialist knowledge in the area of structuring for asset protection, and family and business succession planning.

Yoshikazu Nishimura serves as the chief technology officer of the company overseeing the blockchain ecosystems development including HwgPay Wallet since 2017. Mr. Nishimura started his career in 2005 as a database consultant Oracle. He received the Best Innovation Award at Global Blockchain Summit 2016 in Shanghai. He published “Blockchain Application for Beginners – Smart Contract Development on Ethereum” (SHOEISHA in 2017). Mr. Nishimura received Bachelor of Science in Mathematics from Waseda University in 2002 and Master of Scient in Computational Molecular Biology from University of Southern California in 2004.

Government and Industry Regulation.

HWGG Capital conducts all its business operations in Malaysia and is subject to the various laws and regulations under LFSA in connection with its money brokering business, credit token business and payment solution. These laws and regulations include but are not limited to: Labuan Financial Services and Securities Act 2010 (LFSSA) and Labuan Financial Services Authority Act 1996 (LFSAA), regulatory requirements of the jurisdictions where the Labuan money broker is authorized to operate in as well as the Malaysian Foreign Exchange Administration rules. In 2018, HWGG Capital obtained its money brokering, credit token and payment solutions licenses from LFSA. In order to continue maintaining these licenses, HWGG Capital is required to comply with specific requirements, including but not limited to:

LFSA may impose any additional operational requirements depending on the riskiness level of the money brokering business operations on a case-by-case basis. In addition, HWGG Capital may be or become subject to regulation by other authorities, and the laws and regulations applicable to the financial technology industry and money brokering business in any given jurisdiction are always subject to interpretation and change.

Legal Proceedings

HWGG Capital and its subsidiaries are currently not parties to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings in which any of HWGG Capital and its subsidiaries will become involved and that would affect HWGG Capital’s business.

Facilities

HWGG Capital does not own any real property. It leases its principal executive offices. located at Lot 2-15, Labuan Times Square, Jalan Merdeka, 87007 Labuan, Malaysia, which houses 3 employees. This location is utilized for business operation. In addition, HWGG Capital is also leasing another office for marketing purposes, located at Mezzanine Floor, No.31 – 33, Jalan Maharajalela, 50150 Kuala Lumpur.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this prospectus. Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). It contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”.

Overview

We are a holding company incorporated under the laws of Nevada. Through our two wholly owned subsidiaries, namely Vitaxel and Vionmall incorporated under the laws of the Country of Malaysia, we run and operate the e-commerce business. Vitaxel was organized and commenced business operations in 2014 and Vionmall was organized and commenced business operations in 2015. Vitaxel is a global direct selling, multi-level marketing (“MLM”) company offering travel, entertainment, lifestyle and other products and services principally through electronic commerce commonly referred to as e-commerce. Vionmall is an e-commerce business for retail sales direct to consumers. We do not develop or manufacture the products and services which we offer.

Impact of Current Coronavirus (COVID-19) Pandemic on the Company.

The COVID-19 pandemic continues to adversely affect global commercial activity and has contributed to significant volatility in the business industry we operate. We have re-started our business activities in 2022 when the Malaysia Government ended the Recovery Movement Control Order (“RMCO”). However, since the RMCO lasted for two years, our multi-level marketing (“MLM”) business has been negatively impacted due to the fact that most of our MLM leaders (these are top income contributor to the Company) has ventured into other businesses in order to generate income during the RMCO. These MLM leaders does not receive salaries from the Company apart from commission from the business generated by them. Due to this, there is a need to recruit new MLM leaders, which the process is time consuming.

The COVID 19 pandemic still post a big challenge to the Company. Currently, there is a spike in the COVID 19 case and new strain has been identified causes alarm again, not only in Malaysia but also neighboring countries. Singapore, for example, reaches 9,000 cases per day as compared to 1,000 plus when the door was closed. China is still imposing heavy lock down in most of its major cities. People are still caution on having a physical meeting. The new practice has major impact on our MLM business where physical gatherings, meetings, and networking is crucial to generate business or income for the Company.

Due to the above factors, our management is working towards finding the effective solution and marketing strategy to generate new business for the Company that is in line with the new normal.

Recent Developments

On July 21, 2022, the Company, HWGG Capital and HWGG Shareholders entered into the Share Exchange Agreement. More information regarding the Share Exchange and the terms of the Share Exchange Agreement are discussed throughout this prospectus, particularly in sections entitled “The Share Exchange and the Share Exchange Agreement.”

On August 9, 2022, the Company, Fintech Scion Limited, and all shareholders of Fintech Scion Limited, entered into a share exchange agreement, pursuant to which, and subject to the closing conditions set forth therein, all of the holders of Fintech shares will transfer to the Company the shares held by such shareholders in exchange for an aggregate of 101,666,667 newly issued shares of the Company’s Common Stock. The closing of the share exchange with the shareholders of Fintech Scion Limited is conditioned upon this Registration Statement being declared effective by the SEC.

Results of Operations

Three Months Ended June 30, 2022 Compared to Three Months Ended June 30, 2021

The following discussion should be read in conjunction with our unaudited consolidated financial statements in Item 1, Financial Statements, for the three months ended June 30, 2022 and 2021 and the related notes thereto.

Revenue

We recognized $308 and $4,128 revenues for the periods ended June 30, 2022 and 2021, respectively. The overall decrease in revenue was attributable to the decrease in sales in VTrip from Vionmall in current period.

Cost of Sales

Cost of sales for the period ended June 30, 2022 was $281 compared to $4,008 for the period ended June 30, 2021. The decrease was due to decrease in revenue in current period.

Gross Profit

Gross profit for the period ended June 30, 2022 was $27 compared to $120 for the period ended June 30, 2021. The decrease was due to product sales of VitaxelSB in the same period last year has a higher margin as compare to sales from Vionmall in current period.

Operating Expenses

For the period ended June 30, 2022, we incurred total operating expenses in the amount of $315,889, composed solely of general and administrative expenses. Whilst, for the period ended June 30, 2021, we incurred total operating expenses in the amount of $229,717, composed of selling expenses of $23 and general and administrative expenses totalling $229,694. The decrease of $23 or 100% for the selling expenses, along with the increase of $86,195 or 38% for the administrative expenses, caused total operating expenses to increase by $86,172 or 38%.

Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021

The following discussion should be read in conjunction with our unaudited consolidated financial statements in Item 1, Financial Statements, for the six months ended June 30, 2022 and 2021 and the related notes thereto.

Revenue

We recognized $325 and $4,262 revenues for the periods ended June 30, 2022 and 2021, respectively. Revenue in previous period is mainly contributed by VTrip sales as compared to the same period in current year, which were contributed by Vitaxel’s product sale. The decrease in revenue is attributable to the decrease in VTrip sales in the current period compared to the same period last year.

Cost of Sales

Cost of sales for the period ended June 30, 2022 was $292 compared to $4,106 for the period ended June 30, 2021. The decrease was due to decrease in revenue in current period.

Gross Profit

Gross profit for the period ended June 30, 2022 was $33 compared to $156 for the period ended June 30, 2021. The decrease was attributable to the decrease in revenue in current period as compared to the same period last year.

Operating Expenses

For the period ended June 30, 2022, we incurred total operating expenses in the amount of $315,889, composed of selling expenses of $nil and general and administrative expenses totaling $315,889. Whilst, for the period ended June 30, 2021, we incurred total operating expenses in the amount of $229,717, composed of selling expenses of $23 and general and administrative expenses totaling $229,694. The decrease of $23 or 100% for the selling expenses, along with the increase of $86,195 or 38% for the administrative expenses, caused total operating expenses to increase by $86,172 or 38%.

Comparison of Years Ended December 31, 2021 and 2020

Revenue

We recognized revenue of $3,124 for the year ended December 31, 2021, a decrease of $15,748 from sales of 18,872 for the year ended December 31, 2020. The significant decrease in revenue of approximately 84%, was attributable to decrease in sales from VTrip under Vionmall in the current year as compared to revenue on December 31, 2020.

Cost of Sales

Cost of sales for the year ended December 31, 2021 was $2,861 compared to $14,404 for the year ended December 31, 2020. The decrease for the year ended December 31, 2021 was due to the decrease of revenue for the year ended December 31, 2021 as compared to the revenue for the year ended December 31, 2020.

Gross Profit

Gross profit for the year ended December 31, 2021 was $263 compared to $4,468 for the year ended December 31, 2020. The decrease was due to decrease in sales from VTrip under Vionmall in the year ended December 31, 2021 as compared to last year.

Operating Expenses

For the year ended December 31, 2021, we incurred total operating expenses in the amount of $451,177, comprised of selling expenses of $23 and general and administrative expenses of $451,154. For the year ended December 31, 2020, we incurred total operating expenses in the amount of $642,794, comprised of selling expenses of $553 and general and administrative expenses of $642,241. The decrease of $530, or 96% for the selling expenses, and the decrease of $191,087, or 30% for the administrative expenses, caused total operating expenses to decrease by $191,617 or 30%.

Liquidity and Capital Resources

We have incurred losses since inception resulting in an accumulated deficit of $9,754,967 as of June 30, 2022 and $9,572,793 for the six-month period ended June 30, 2022 and 2021, respectively, and $9,598,819 and $9,576,061 for the year ended December 31, 2021 and 2020, respectively. Further losses are anticipated in the development of our business raising substantial doubt about our ability to continue as a going concern.

As of June 30, 2022, we had a cash balance of $11,422. During the period ended June 30, 2022, net cash used in operating activities totaled $115,095. Net cash used in investing activities totaled $15,698. Net cash provided by financing activities during the period totaled $106,486. The resulting change in cash for the period was a decrease of $25,611, which was primarily due to payments made for operating activities during the period.

As of June 30, 2022, we had current liabilities of $4,731,425, which was composed of an amount due to related parties of $4,254,691, commission payables of $119,652, accounts payable of $817, accruals and other payable of $338,583 and lease obligation of $17,682.

As of June 30, 2021, we had a cash balance of $40,950. During the period ended June 30, 2021, net cash provided by operating activities totaled $25,343. Net cash used in investing activities totaled $Nil. Net cash provided by financing activities during the period totaled $29,621. The resulting change in cash for the period was a decrease of $5,601, which was primarily due to repayments to related parties during this period.

As of June 30, 2021, we had current liabilities of $4,771,114, which was composed of an amount due to related parties of $4,253,641, commission payables of $127,140, accounts payable of $76, accruals and other payable of $340,560 and lease obligation of $49,697.

We had net liabilities of $4,611,133 and $4,666,942 as of June 30, 2022 and June 30, 2021, respectively.

For the year ended December 31, 2021, we had a cash balance of $37,033. For the year ended December 31, 2021, net cash generated by operating activities totaled $16,539, net cash used in investing activities totaled $nil and net cash used in financing activities totaled $24,464. The resulting change in cash for the period was $9,518.

For the year ended December 31, 2020, we had a cash balance of $46,551. For the year ended December 31, 2020, net cash generated by operating activities totaled $76,797, net cash used in investing activities totaled $4,348 and net cash used in financing activities totaled $89,758. The resulting change in cash for the period was $16,885.

For the year ended December 31, 2021, we had current liabilities of $4,766,376, including $4,267,033 due to related parties, other payable of $342,661, commission payables of $126,315, lease obligation of $30,289 and accounts payable of $78.

For the year ended December 31, 2020, we had current liabilities of $4,934,483, including $4,401,809 due to related parties, other payable of $353,213, commission payables of $131,257, lease obligation of $47,974 and accounts payable of $230.

For the year ended December 31, 2021 and December 31, 2020, the Company received royalty income of $nil and $296, respectively, from Grande Legacy, Inc., Grande Legacy Inc., a company incorporated in the British Virgin Islands (“Grande Legacy”).

Going Concern

For the period ended June 30, 2022, the Company reported a net loss of $156,148 and had negative working capital of $4,646,305. The Company had an accumulated deficit of $9,754,967 as of June 30, 2022 due to the fact that the Company incurred losses during the years prior to June 30, 2022.

The continuation of the Company as a going concern is dependent upon generating profitable operations in the future by continuing obtaining financial support from our stockholders to meet our obligations and repay our liabilities arising from normal business operations when they become due. Our failure to do so may result in us not being able to continue as an operating company.

Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. In addition, if the Share Exchange is consummated, and HWGG Capital becomes a wholly owned subsidiary of the Company, the management believes that it will result in additional revenues from HWGG Capital. There is no certainty that the Share Exchange will be consummated, or when it will be consummated, or that further funding will be available as needed.

These factors raise substantial doubt about the ability of the Company to continue operating as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons.

Critical Accounting Policies and Estimates

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Please refer to Note 2 - Summary of Significant Accounting Policies of the Financial Statements on Form 10-K filed with the SEC on March 29, 2022, for disclosures regarding the critical accounting policies related to our business.

Recently Issued Accounting Standards

The recently issued accounting pronouncement are included in Note 2 - Unaudited Interim Financial Statements for disclosures on accounting policies related to our business.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As of the date of this prospectus, the Company did not have any disagreements with its registered independent accounting firm.

Quantitative and Qualitative Disclosures about Market Risks

Not applicable.

HWGG CAPITAL’s MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and related notes included elsewhere in this prospectus. The following discussion includes certain forward-looking statements. For a discussion of important factors which could cause actual results to differ materially from the results referred to in the forward-looking statements, see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”. As used in the discussion below, the terms “we,”“us,”“HWGG Capital” and “our” mean HWGG Capital, P.L.C and its subsidiaries.

Overview

HWGG Capital is a private financial technology company in the digital payment and platform service sector incorporated in Labuan pursuant to the Labuan Act. HWGG Capital is primarily engaged in a money brokering business and credit token business, which includes the liquidation and procurement of digital assets, payment solutions services, and investment platform activities for individuals and businesses. HWGG Capital obtained the necessary licenses from LFSA, which include licenses to carry out (i) a money brokering business, (ii) a credit token business, and (ii) offer payment solutions as a payment operator. It offers an on-ramp and off-ramp decentralized application (dApp) that allows companies and individuals to make payments, transfers, and settlements in a range of digital assets.

As of December 31, 2021, HWGG Capital owned equity interests in the following entities: (1) Ho Wah Genting Investment Bank (Labuan) P.L.C. (“HWGIB”), a Labuan company incorporated under the Labuan Act, and licensed under LFSA to carry out investment banking business and advisory services for corporate and investment matters, in which HWGG Capital owned a forty (40%) percent equity interest: (2) HWG Cash Singapore Pte Ltd (“HCS”), a private company limited by shares and organized under the laws of the Republic of Singapore in October 2021, in which HWGG Capital owns 55% equity interest. This subsidiary is not currently doing business.

Prior to August 30, 2021, HWGG Capital owned 54.75% equity interest in HWG Fintech International limited (“HWGF”), a private Hong Kong company. On September 14, 2021, HWGG Capital has disposed of the entire equity interest in HWGF to Lim Hui Boon, the President of the Company.

On January 11, 2022, HWGG Capital acquired one hundred (100%) percent equity interest in HWGC KZ Limited a private company under the laws of the Republic of Kazakhstan incorporated in January 2022, which has not commenced its business operations.

On May 11, 2022, HWGG Capital disposed of, by transferring to third parties, an aggregate of 1,539,375 ordinary shares of HWGIB, for an aggregate consideration of $1,539,375.

On the date of this prospectus, HWGG Capital has two subsidiaries: (i) HWGC KZ Limited, which is a direct wholly-owned subsidiary, and (ii) HCS, in which it owns 55% equity interests. HWGG Capital also owns approximately 2.5% equity in HWGIB.

Results of Operations- Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Results of Operations

Comparison of year ended December 31, 2021 to December 31, 2020

We recognized $431,356 and $112,529 revenues for the periods ended December 31, 2021 and 2020, respectively. The increase in revenue was attributable to increase in money brokering revenue and investment banking revenue in current year as compared to prior year.

Cost of Revenues

Cost of revenues for the period ended December 31, 2021 was $12,167 compared to $2,680 for the period ended December 31, 2020. The increase was attributable to an increase in revenue activity during the year as compared to the prior year.

Gross Profit

Gross profit for the period ended December 31, 2021 was $419,189 compared to $109,849 for the period ended December 31, 2021. The increase was attributable to to an increase in revenue during the year as compared to the prior year.

Operating Expenses

For the period ended December 31, 2021, we incurred total operating expenses in the amount of $615,262, comprised of selling expenses of $37,818 and general and administrative expenses totaling $577,444. For the period ended December 31, 2020, we incurred total operating expenses in the amount of $428,855, comprised solely general and administrative expenses. The increase of $37,818 or 100% for selling expenses and increase of $148,589 or 35% for general and administrative expenses caused the total operating expenses to increase by $186,407 or 43%.

Loss from Operations

For the year ended December 31, 2021, we had a net loss of $68,736, as compared to a net loss of $301,856 for the year ended December 31, 2020.

Liquidity and Capital Resources

We have incurred losses since inception resulting in an accumulated deficit of $873,247 and $730,048 for the year ended December 31, 2021 and 2020, respectively, and further losses are anticipated in the development of its business raising substantial doubt about our ability to continue as a going concern.

As of December 31, 2021, we had a cash balance of $455,404. During the period ended December 31, 2021, net cash generated by operating activities totaled $769,371. Net cash used in investing activities totaled $510,263. Net cash provided by financing activities during the period totaled $62,606.

As of December 31, 2021, we had current liabilities of $3,454,995, which was composed of accounts payable of $1,923,910 and accruals and other payables of $1,531,085.

For the year ended December 31, 2020, we had a cash balance of $152,755. For the year ended December 31, 2020, net cash used by operating activities totaled $1,508,365, net cash used in investing activities totaled $111,717 and net cash generated by financing activities totaled $1,154,563.

For the year ended December 31, 2020, we had current liabilities of $1,381,056, including $524,420 of accounts payable, $329,521 due to related parties and accruals and other payable of $527,115.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons.

Critical Accounting Policies and Estimates

There are no material changes from the critical accounting policies set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Please refer to Note 2 – Summary of Significant Accounting Policies of the Audited Consolidated Financial Statements on HWGG Capital P.L.C. for disclosures regarding the critical accounting policies related to our business.

Recently Issued Accounting Standards

The recently issued accounting pronouncement are included in Note 2 - Summary of Significant Accounting Policies of the Audited Consolidated Financial Statements on HWGG Capital P.L.C” for disclosures on accounting policies related to our business.

Changes and and Disagreements with Accountants on Accounting and Financial Disclosure

As of the date of this prospectus, HWGG Capital has no change in and disagreements with accountants on accounting and financial disclosure.

Quantitative and Qualitative Disclosures about Market Risks

Not applicable.

RELATED PARTY TRANSACTIONS OF DIRECTORS AND EXECUTIVE OFFICERS

The following is a description of each transaction since January 1, 2020, involving the Company and HWGG Capital, in which:

The Company Transactions

Amounts due from Related Parties.

For the years ended December 31, 2021 and 2020, the total amounts due from related parties were $49,805 and $34,332, respectively. These advances were unsecured, non-interest bearing and due on demand. The breakdown of certain amount due from related parties are as below:

Our President, Dato Lim Hui Boon, is also the Group President of Ho Wah Genting Berhad (“HWGB”), a company listed in Bursa Malaysia Main Market. As of December 31, 2021, and 2020, the amount due from HWGB were $5,030 and $5,226, respectively.

Leong Yee Ming, the CEO, CFO, Chairman and director of the Company, is also 1) a director of Asia Food People Sdn Bhd (“AFP”), and the amount due from AFP for the years ended December 31, 2021 and 2020 were $3,252 and $3,074 respectively; 2) a director of G2lux Sdn Bhd (“G2lux”), and the amount due from G2lux for the years ended December 31, 2021 and 2020 were $37,099 and $21,606 respectively; 3) a director of Snatch Asia Sdn Bhd (“SASB”), and the amount due from SASB for the years ended December 31, 2021 and 2020 were $4,424 and $4,426 respectively.

Amounts due to Related Parties

For the years ended December 31, 2021 and 2020, the total amounts due to related parties were $4,267,033 and $4,401,809 respectively. These advances were unsecured, non-interest bearing and due on demand. The breakdown of certain amount due to related parties are as below:

Dato Lim Hui Boon, our President, is also the Group President of Ho Wah Genting Group Sdn Berhad (“HWGGSB”). For the years ended December 31, 2021, and 2020, the amount due to HWGGSB were $626,308 and $83,339, respectively.

For the years ended December 31, 2021 and 2020, the amount due to Dato Lim Hui Boon, our President, were $71,857 and $49,778, respectively.

Lim Wee Kiat, a former director and CFO of the Company who resigned in July 2020, is also a director of Ho Wah Genting Holding Sdn Bhd (“HWGHSB”). For the years ended December 31, 2021 and 2020, the amount due to HWGHSB were $59,880 and $62,223, respectively.

Leong Yee Ming, the CEO, CFO, Chairman and director of the Company, is also a director of Grande Legacy Inc. For the years ended December 31, 2021 and 2020, the amount due to Grande Legacy Inc. were $3,506,976 and $4,206,468 respectively.

Our CEO and CFO of the Company, Leong Yee Ming, is also a director of Grande Legacy.

On July 1, 2018, Vitaxel SB entered into a management and administrative services agreement with Grande Legacy (“Management Agreement”) for a term of 3 years. Per the Management Agreement, Vitaxel SB shall provide certain management and administrative support services for the operation of Grande Legacy. In consideration for providing such services, Grande Legacy shall pay a monthly management fee of $40,000 to Vitaxel SB. For the year ended December 31, 2021 and 2020, Vitaxel SB received management fees of $440,000 and $480,000, respectively, from Grande Legacy.

We currently do not have a policy in place for dealing with related party matters.

HWGG Capital’s Transactions:

On September 30, 2021, HWGG Capital issued 2,160,000 ordinary shares to Lim Chun Hoo, in consideration for $2,160,000. Lim Chun Hoo is a former director of HWGG Capital and a beneficial owner of 56.5% of the equity securities of HWGG Capital.

On September 30, 2021, HWGG Capital issued 222, 500 ordinary shares to Lee Kian Keow in consideration for $222,500. Lee Kian Keow is a beneficial owner of 5.8% of the equity securities of HWGG Capital.

On July 15, 2022, HWGG Capital issued 222,883 ordinary shares to Dato’ Lim Ooi Hong in consideration for $222,883 and 124,687 shares to Anjuran Stabil Sdn Bhd., an entity in which Dato’ Lim Ooi Hong has 100% interest and sole voting and investment power. Dato’ Lim Ooi Hong is a brother of Lim Chun Hoo and a holder of approximately 9.0% of the equity securities of HWGG Capital.

On July 15, 2022, HWGG Capital issued 152,590 ordinary shares to Lim Wee Kiat in consideration for $152,590. Lim Wee Kiat is a brother of Lim Chun Hoo. He beneficially owns 4% of the equity securities of HWGG Capital.

On July 15, 2022, HWGG Capital issued 300,000 shares to Marvel Theme Park City Sdn Bhd, a beneficial owner of 7.9% of the equity securities of HWGG Capital, in consideration of $300,000.

On August 13, 2019, HWGG Capital subscribed for and acquired a total of 20,000 Ordinary shares in the capital stock of HWGIB for consideration of $20,000. On August 14, 2019, the paid-up capital of HWGIB was increased to $605,000, as a result of this increase, 585,000 shares were issued to HWGG Capital. On May 19, 2020, the paid-up capital of HWGIB was further increased to $4,105,000, and as a result of this increase, 3,500,000 shares were issued to HWGG Capital. On August 10, 2020, HWGG Capital disposed 2,463,000 shares of HWGIB, representing 60% of its ownership in HWGIB, to HWGHSB, also a related party, for consideration of RM9,000,000 (Ringgit Malaysia). On May 11, 2022, HWGG Capital disposed and transferred to third parties an aggregate of 1,539,375 ordinary shares of HWGIB, for consideration of $1,539,375. On the date of this prospectus, HWGG Capital owns approximately 2.5% equity in HWGIB and is planning to sell and transfer all of the remaining ordinary shares of HWGIB to unrelated third parties.

Between August 5, 2021, and January 20, 2022, HWGIB and HWGG Capital entered into eleven (11) collaboration loan agreements (the “Loan Agreements”), pursuant to which HWGIB lent to HWGG Capital a total principal amount of 3,697,625. Except for the principal amount and interest of each loan, all Loan Agreements have identical terms. The Loan Agreements expressly provide that HWGIB is investing into business of HWGG Capital but will not acquire any equity in HWGG Capital. The term of each Agreement has commenced upon the execution thereof and may be terminated by the mutual consent of the parties or by winding up of each company. The Agreements contain standard confidentiality and non-disclosure provisions and representations and warranties. The amount of the principal and interest thereon of each loan is due on demand. Below are the dates of each Loan Agreement, the principal amount due and an interest thereon:

HWGC HOLDINGS LIMITED AND SUBSIDIARIES

UNAUDITED CONSENSED CONSOLIDATED COMBINED

PRO FORMA FINANCIAL INFORMATION

Introduction

The unaudited pro forma condensed combined financial statements as of March 31, 2022 and for the year ended December 31, 2021 contained in this prospectus have been prepared based on certain pro forma adjustments to the Company’s historical financial statements set forth in the quarterly report of the Company on Form 10-Q for the period ended March 31, 2022 and annual report of the Company on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission, and are qualified in their entirety by reference to such historical financial statements and related notes contained in those reports. The historical financial statements for HWGG Capital Plc were derived from unaudited quarterly financial statements for the period ended March 31, 2022 and the audited financial statements for the year ended December 31, 2021. The unaudited pro forma condensed combined financial statements should be read in conjunction with the accompanying notes and with the historical consolidated financial statements and related notes thereto.

The unaudited pro forma condensed combined balance sheet has been prepared as if the transaction had occurred as of March 31, 2022 and December 31, 2021 respectively. The unaudited pro forma condensed combined statements of operations have been prepared as if this transaction had occurred on January 1, 2022 and 2021 respectively.

These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only. Such information is not necessarily indicative of the operating results or financial position that would have occurred had the Share Exchange been completed at the dates indicated or what would be any future periods and should not be taken as representative of Company’s consolidated results of operations of financial condition following the completion of the transaction. In addition, the unaudited pro forma condensed combined financial information is not intended to project future financial position or results of the combined company. Future results may vary significantly from the results reflected because of various factors, including those discussed in the section entitled “Risk Factors” beginning on page 7 of this prospectus.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED BALANCE SHEET

AS OF DECEMBER 31, 2021

  (In U.S. dollars)

See accompanying notes to unaudited pro forma condensed combined financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEAR ENDED DECEMBER 31, 2021
(In U.S. dollars)

See accompanying notes to unaudited pro forma condensed combined financial statements

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS

AS OF MARCH 31, 2022
(In U.S. dollars)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE PERIOD ENDED MARCH 31, 2022
(In U.S. dollars)