ACBAU Ace Global Business Acquisition Ltd

 

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): September 19, 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”). Also as previously disclosed, on July 6, 2023, the Parties entered into the Amendment No. 1 to the Merger Agreement (the “First Amendment”).

 

On September 19, 2023, the Parties entered into the Amendment No. 2 to the Merger Agreement (the “Second Amendment”). The Second Amendment amended the Merger Agreement to, among other things, reduce the Merger Consideration, as defined in the Merger Agreement, from $150 million to $110 million. As a result of the Second Amendment, as consideration for the transactions contemplated by the Merger Agreement, the Purchaser will issue to the Company a number of ordinary shares valued at $104.5 million, which is $110 million less 5% of the aggregate amount of merger consideration that is subject to holdback arrangements.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second 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. 2 to the Agreement and Plan of Merger, dated as of September 19, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: September 22, 2023
Ace Global Business Acquisition Limited
By:	/s/ Eugene Wong
Name:	Eugene Wong
Title:	Chief Executive Officer

 

 

2

 

Exhibit 2.1

 

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER

 

This Amendment No. 2 dated as of September 19, 2023 (the “Amendment No. 2”) is to amend the Agreement and Plan of Merger which was made and entered into as of December 23, 2022, was modified by a joinder agreement dated as of March 2, 2023, and was amended by an Amendment No.1 to Agreement and Plan of Merger dated as of July 6, 2023 (collectively, the “Merger Agreement”), by and among Ace Global Business Acquisition Limited, a British Virgin Islands business company (“Parent”), LE Worldwide Limited, a British Virgin Islands business company (the “Company”), ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of the Parent (“Purchaser”), and ACBA Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

 

Recitals

 

WHEREAS, pursuant to Section 15.2(a) of the Merger Agreement, the Merger Agreement may be amended by a writing signed by each of the Purchaser Parties and the Company; and

 

WHEREAS, the Purchaser Parties and the Company desire to further amend the Merger Agreement to reflect the changes agreed between the parties and to clarify certain terms and conditions set forth therein.

 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth in this Amendment No. 2, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

1. Amendment of Certain Provisions.

 

(a) Merger Consideration. The parties desire to amend the Merger Agreement so as to provide that Merger Consideration shall be revised from $150,000,000 to $110,000,000. Accordingly, the Merger Agreement is hereby amended to read as follows:

 

(i) Definitions: The following definitions are hereby amended in their entirety to read as follows:

 

“‘Closing Payment Shares’ means ten million four hundred fifty thousand (10,450,000) Purchaser Ordinary Shares, which is equal to the Merger Consideration Shares minus the Holdback Shares.”

 

“‘Holdback Shares’ means five hundred fifty thousand (550,000) Purchaser Ordinary Shares, representing five percent (5%) of the aggregate amount of the Merger Consideration Shares.”

 

“‘Merger Consideration’ means One Hundred Ten Million Dollars ($110,000,000).”

 

 

“‘Merger Consideration Shares’ means eleven million (11,000,000) Purchaser Ordinary Shares, which number is equal to the Merger Consideration divided by $10.00, and to be allocated among the Shareholders as provided on Schedule A hereto.”

 

(ii) Consideration: The first sentence of Section 4.1(a) of the Merger Agreement is hereby amended in its entirety to read as follows:

 

“(a) Conversion of Shares. At the Effective Time, by virtue of this Agreement and the Acquisition Merger and without any action on the part of the Merger Sub, the Company or the Shareholders of the Company, the Purchaser shall issue the full amount of the Merger Consideration Shares, on the basis that each Company Ordinary Share issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and Appraisal Shares, if any) shall be canceled and automatically converted into the right to receive, without interest, its pro rata portion of the Merger Consideration Shares, which are comprised of (i) 10,450,000 Purchaser Ordinary Shares as the Closing Payment Shares and (ii) 550,000 Purchaser Ordinary Shares as the Holdback Shares.”

 

(b) Registration Statement. The parties desire to amend the Merger Agreement so as to provide that the registration statement to be prepared by Purchaser shall be filed as promptly as practicable on Form F-4 rather than Form S-4. Accordingly, the first sentence of Section 10.5(a) of the Merger Agreement is hereby amended in its entirety to read as follows:

 

“(a) As promptly as practicable after the date hereof, Purchaser shall prepare with the assistance, cooperation and commercially reasonable efforts of the Company Group, and file with the SEC a registration statement on Form F-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of Purchaser Common Shares to be issued in the Reincorporation Merger and Acquisition Merger (including, for the avoidance of doubt, the Holdback Shares), which Registration Statement will also contain a proxy statement of Parent (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from Parent shareholders for the matters to be acted upon at the Parent Special Meeting and a consent solicitation statement for purposes of obtaining the Requisite Company Vote and providing the public shareholders of Parent an opportunity in accordance with Parent’s organizational documents and the IPO Prospectus to have their Parent Ordinary Share redeemed in conjunction with the shareholder vote on the Parent Shareholder Approval Matters as defined below.”

 

2. Miscellaneous.

 

(a) Except as expressly provided in this Amendment No. 2, the Merger Agreement shall remain in full force and effect, and all references to “this Agreement” in the Merger Agreement shall mean the Merger Agreement as further amended by this Amendment No. 2. In the event of a conflict between the terms of this Amendment No. 2 and the Merger Agreement, the terms of this Amendment No. 2 shall prevail over and supersede the conflicting terms in the Merger Agreement.

 

(b) Except as provided in this Amendment No. 2, the Merger Agreement remains in full force and effect.

 

 

(c) This Amendment No. 2 may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment No. 2 will become effective when duly executed and delivered by each of the parties hereto. Counterpart signature pages to this Amendment No. 2 may be delivered by electronic delivery (i.e., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

 

[The remainder of this page intentionally left blank; signature pages to follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first above written.

 

	Parent:
	ACE GLOBAL BUSINESS ACQUISITION LIMITED, a British Virgin Islands business company
	By:	/s/ Eugene Wong
		Name:	Eugene Wong
		Title:	CEO and Chairman of the Board
	Purchaser:
	ACBA MERGER SUB I LIMITED, a British Virgin Islands business company
	By:	/s/ Eugene Wong
		Name:	Eugene Wong
		Title:	Sole Director
	Merger Sub:
	ACBA MERGER SUB II LIMITED, a British Virgin Islands business company
	By:	/s/ Eugene Wong
		Name:	Eugene Wong
		Title:	Sole Director
	Company:
	LE WORLDWIDE LIMITED, a British Virgin Islands business company
	By:	/s/ Lo Yeung Man Teddy
		Name:	Lo Yeung Man Teddy
		Title:	CEO

 

---