0001844389 false 00000 00-0000000 0001844389 2023-07-06 2023-07-06 0001844389 ACBA:UnitsEachConsistingOfOneOrdinaryShareParValue0.001PerShareAndOneRedeemableWarrantEntitlingHolderToReceiveOneOrdinaryShareMember 2023-07-06 2023-07-06 0001844389 ACBA:OrdinarySharesMember 2023-07-06 2023-07-06 0001844389 ACBA:WarrantsMember 2023-07-06 2023-07-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): July 6, 2023

 

ACE GLOBAL BUSINESS ACQUISITION LIMITED

(Exact Name of Registrant as Specified in its Charter)

 

British Virgin Islands   001-40309   n/a

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway,
Admiralty, Hong Kong

 

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: +(852) 2151 5198 / 2151 5598

 

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)

 

☒ 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))

 

☐ 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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
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   ACBAU   Nasdaq Capital Market
Ordinary Shares   ACBA   Nasdaq Capital Market
Warrants   ACBAW   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 1.01 Entry into Material Definitive Agreements.

 

As previously disclosed by Ace Global Business Acquisition Limited, a British Virgin Islands business company (the “Parent”) in its filings with the U.S. Securities and Exchange Commission (the “SEC”) via Current Report on Form 8-K respectively on December 23, 2022 and March 2, 2023, the Parent has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with (i) ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of the Parent (“Purchaser”); (ii) ACBA Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”); and (iii) LE Worldwide Limited, a British Virgin Islands business company (“Company” and together with the Parent, Purchaser and Merger Sub, the “Parties”).

 

On July 6, 2023, the Parent entered into the Amendment No. 1 to the Agreement and Plan of Merger (the “First Amendment”) with Purchaser, Merger Sub and Company. Pursuant to the First Amendment, the Parties agreed to, among other things, amend (i) Section 11.3 of the Merger Agreement to provide that the Nasdaq listing condition in Section 11.3(f) cannot be waived by the Company; and (ii) Sections 12.1 through 12.4 of the Merger Agreement to replace the third-party escrow arrangements relating to the indemnification obligations of the Company pursuant to the Merger Agreement with holdback arrangements.

 

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which has been filed herewith as Exhibit 2.1. 

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibit.

 

Exhibit No.   Description
2.1   Amendment No. 1 to the Agreement and Plan of Merger, dated as of July 6, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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 hereunto duly authorized.

 

Dated: July 11, 2023  
   
Ace Global Business Acquisition Limited  
   
By: /s/ Eugene Wong  
Name:  Eugene Wong  
Title: Chief Executive Officer  

 

 

2

 

 

Exhibit 2.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.23.2
Cover
Jul. 06, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 06, 2023
Entity File Number 001-40309
Entity Registrant Name ACE GLOBAL BUSINESS ACQUISITION LIMITED
Entity Central Index Key 0001844389
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code D8
Entity Address, Address Line One Rm. 806
Entity Address, Address Line Two 8/F, Tower 2
Entity Address, Address Line Three Lippo Centre, No. 89 Queensway
Entity Address, City or Town Admiralty
Entity Address, Country HK
Entity Address, Postal Zip Code 00000
City Area Code 852
Local Phone Number 2151 5198
Written Communications false
Soliciting Material true
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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  
Title of 12(b) Security Units, each consisting of one Ordinary Share
Trading Symbol ACBAU
Security Exchange Name NASDAQ
Ordinary Shares  
Title of 12(b) Security Ordinary Shares
Trading Symbol ACBA
Security Exchange Name NASDAQ
Warrants  
Title of 12(b) Security Warrants
Trading Symbol ACBAW
Security Exchange Name NASDAQ
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