UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported):
November 8, 2021
ACE GLOBAL BUSINESS ACQUISITION LIMITED
(Exact name of registrant as specified in its charter)
|
British Virgin Islands |
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001-40309 |
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n/a |
(State or
other jurisdiction
of incorporation) |
|
(Commission
File Number) |
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(I.R.S.
Employer
Identification No.) |
6/F Unit B,
Central 88,
88-89 Des Voeux Road Central,
Central, Hong Kong
(Address of principal executive offices)
Registrant’s telephone number, including area code: (852)
9086 7042
Former name or former address, if changed since last report:
N/A
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
|
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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☒ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of
each class |
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Trading
Symbol(s) |
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Name of
each exchange on which registered |
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Units, each consisting of one Ordinary Share, par value $0.001 per
share, and one Redeemable Warrant entitling the holder to
receive one Ordinary Share |
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ACBAU |
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NASDAQ Capital Market |
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Ordinary Shares |
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ACBA |
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NASDAQ Capital Market |
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Warrants |
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ACBAW |
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NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
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 13(a) of the Exchange Act.
| Item 5.02 |
Appointment of
Directors |
On November 8, 2021, DDC Enterprise Limited (“DDC”)
appointed Conor Chia-Hung Yang, Matthew Gene Mouw and Sam Shih as
three (3) new Independent Non-Executive Directors (“INEDs”)
to its Board of Directors (its “Board”). The announcement
for the appointment of the INEDs was made in a press release, dated
November 8, 2021 (the “Press Release”). A copy of the Press
Release is attached hereto as Exhibit 99.1 and incorporated into
this Item 5.02 by reference.
The INEDs are qualified as independent directors under the director
independence standards set forth by the U.S. Securities and
Exchange Commission (the “SEC”) and applicable rules of the
Nasdaq Stock Market LLC (“Nasdaq”). There are no
arrangements or understandings between the INEDs and any other
person pursuant to which they were appointed as directors. There
are no transactions involving the INEDs that are reportable under
Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD
Disclosure |
Ace Global Business Acquisition Limited (“ACBA”) and DDC
jointly issued the Press Release, which announces the initial
filing of a preliminary proxy statement in connection with the
previously announced business combination transaction between DDC
and ACBA (“Business Combination”). A copy of the Press
Release is attached hereto as Exhibit 99.1 and incorporated
into this Item 7.01 by reference.
Attached as Exhibit 99.2 and incorporated by reference herein is an
investor presentation, dated November 2021, which will be used by
ACBA and DDC with respect to the Business Combination.
The information in this Item 7.01, including Exhibit 99.1 and
Exhibit 99.2, is furnished and shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to
liabilities under that section, and shall not be deemed to be
incorporated by reference into the filings of ACBA under the
Securities Act or the Exchange Act, regardless of any general
incorporation language in such filings. This Current Report will
not be deemed an admission as to the materiality of any information
of the information in this Item 7.01, including Exhibit 99.1 and
Exhibit 99.2.
On November 8, 2021, DDC appointed Dr. Malik Sadiq to its Advisory
Board (the “Advisory Appointment”). The announcement of the
Advisory Appointment was made in the Press Release, which is
attached hereto as Exhibit 99.1 and incorporated into this Item
8.01 by reference.
Important Information and Where to Find It
In connection with the proposed Business Combination, ACBA filed
relevant materials with the SEC, including a proxy statement on
Schedule 14A, including a preliminary proxy statement. Promptly
after filing its definitive proxy statement with the SEC, ACBA will
mail or email the definitive proxy statement and a proxy card to
each shareholder entitled to vote at the meeting of its
shareholders relating to the Business Combination and the
transactions contemplated therewith.
INVESTORS AND SHAREHOLDERS OF ACBA ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE BUSINESS
COMBINATION TRANSACTION THAT ACBA WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT ACBA, DDC AND THE BUSINESS
COMBINATION.
Shareholders will also be able to obtain a copy of the preliminary
proxy statement and definitive proxy statement once they are
available, without charge, at the SEC’s website at www.sec.gov or
by directing a request to ACBA at 6/F Unit B, Central 88, 88-89 Des
Voeux Road Central, Central, Hong Kong. This press release shall
not constitute a solicitation of a proxy, consent or authorization
with respect to any securities or in respect of the Business
combination. Please call the SEC at 1-800-SEC-0330 or visit the
SEC’s website for further information on its public reference
room.
Participants in the Solicitation
ACBA, DDC and their respective directors and officers and
representatives or affiliates may be deemed participants in the
solicitation of proxies of ACBA’s shareholders in connection with
the Business Combination and the transactions contemplated therein.
ACBA’s shareholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of ACBA in the final prospectus of ACBA, which was
filed with the SEC on April 5, 2021. Information regarding the
persons who may, under SEC rules, be deemed participants in the
solicitation of proxies to ACBA’s shareholders in connection with
the Business Combination will be set forth in the proxy statement
for the Business Combination when available. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the Business Combination will be
included in the proxy statement that ACBA intends to file with the
SEC and other documents furnished or filed with the SEC by
ACBA.
DDC and its directors and executive officers may also be deemed to
be participants in the solicitation of proxies from the
shareholders of ACBA in connection with the proposed Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the proposed
Business Combination will be included in the proxy statement for
the proposed Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by
reference herein (this “Current Report”) contain certain
“forward-looking statements” within the meaning of the Securities
Act of 1933 and the Securities Exchange Act of 1934, both as
amended by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements can be identified by words such as:
“target,” “believe,” “expect,” “will,” “shall,” “may,”
“anticipate,” “estimate,” “would,” “positioned,” “future,”
“forecast,” “intend,” “plan,” “project” and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this Current Report regarding the proposed transactions
contemplated by the Business Combination, including integration
plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including
estimates for growth, the expected management and governance of the
combined company, and the expected timing of the Business
Combination. Forward-looking statements are neither historical
facts nor assurances of future performance. Instead, they are based
only on ACBA’s and DDC’s managements’ current beliefs, expectations
and assumptions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or
other circumstances that could give rise to the termination of the
Business Combination, including the termination of the share
exchange agreement effecting the Business Combination (the
“Share Exchange Agreement”); (2) the outcome of any
legal proceedings that may be instituted against ACBA and DDC
following the announcement of the Share Exchange Agreement and the
transactions contemplated therein; (3) the inability to
complete the proposed Business Combination, including due to
failure to obtain approval of the shareholders of ACBA and DDC,
certain regulatory approvals, or satisfy other conditions to
closing in the Share Exchange Agreement; (4) the occurrence of
any event, change, or other circumstance that could give rise to
the termination of the Share Exchange Agreement or could otherwise
cause the transaction to fail to close; (5) the impact of
COVID-19 pandemic on DDC’s business and/or the ability of the
parties to complete the proposed Business Combination; (6) the
inability to obtain or maintain the listing of ACBA’s shares of its
Common Stock on Nasdaq following the proposed Business Combination;
(7) the risk that the proposed Business Combination disrupts
current plans and operations as a result of the announcement and
consummation of the proposed Business Combination; (8) the
ability to recognize the anticipated benefits of the proposed
Business Combination, which may be affected by, among other things,
competition, the ability of DDC to grow and manage growth
profitably, and retain its key employees; (9) costs related to
the proposed Business Combination; (10) changes in applicable
laws or regulations; (11) the possibility that ACBA or DDC may
be adversely affected by other economic, business, and/or
competitive factors; (12) risks relating to the uncertainty of
the projected financial information with respect to DDC;
(13) risks related to the organic and inorganic growth of
DDC’s business and the timing of expected business milestones;
(14) the amount of redemption requests made by ACBA’s
shareholders; and (15) other risks and uncertainties indicated
from time to time in the final prospectus of ACBA for its initial
public offering dated March 29, 2021 filed with the SEC and the
proxy statement on Schedule 14A relating to the proposed Business
Combination, including those under “Risk Factors” therein, and in
ACBA’s other filings with the SEC. ACBA cautions that the foregoing
list of factors is not exclusive. ACBA and DDC caution readers not
to place undue reliance upon any forward-looking statements, which
speak only as of the date made. ACBA and DDC do not undertake or
accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect
any change in its their expectations or any change in events,
conditions, or circumstances on which any such statement is based,
except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to
sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom.
| Item
9.01 |
Financial Statements
and Exhibits |
(d) Exhibits. The following exhibits are furnished
herewith:
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date:
November 8, 2021
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Ace Global Business Acquisition Limited
(Registrant)
|
|
| |
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| By: |
/s/ Eugene
Wong |
|
| Name: |
Eugene
Wong |
|
| Title: |
Chief
Executive Officer |
|
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