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).
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 7.01 Regulation FD Disclosure
In accordance with Regulation
FD, Ace Global Business Acquisition Limited (“ACBA”) and DDC Enterprise Limited (“DDC”) hereby furnish
an updated investor presentation, dated March 2022, which is attached hereto as Exhibit 99.1 (the “Investor Presentation”)
and will be used by ACBA and DDC with respect to their previously announced business combination transaction (“Business Combination”).
The information contained in the Investor Presentation is summary information that is intended to be considered in the context of filings
made by ACBA with the Securities and Exchange Commission (“SEC”) and other public announcements that ACBA or DDC may
make, by press release or otherwise, from time to time. ACBA undertakes no duty or obligation to publicly update or revise any information
contained in the Investor Presentation, although it may do so from time to time. Any such updates may be made through the filing of reports
or documents with the SEC, through press releases or through other public disclosure.
The information in this Item
7.01, including Exhibit 99.1, 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.
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: March 31, 2022
| Ace Global Business Acquisition Limited
(Registrant) |
|
| |
|
| By: |
/s/ Eugene Wong |
|
| Name: |
Eugene Wong |
|
| Title: |
Chief Executive Officer |
|
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