ACE Convergence Acquisition Corp. (Nasdaq: ACEV) (“ACE” or the
“Company”) is announcing that as a result of recent guidance issued
by the Securities and Exchange Commission (the “SEC”) regarding the
accounting and reporting of warrants issued by special purpose
acquisition companies (the “SEC Statement”), it has restated its
previously issued financial statements included in the Form 10-K
for the year ended December 31, 2020 (the “Restatement”) to change
the accounting treatment of its public and private placement
warrants (collectively, the “Warrants”).
As the restated financials reflect, there is no cash impact to
ACE’s business or historical financial statements in the affected
period due to this restatement. The change in the accounting
treatment of the Warrants has no effect on ACE’s ongoing operations
or its plans to complete the business combination that it announced
on January 7, 2021 with Achronix Semiconductor Corporation (the
“Business Combination”).
Consistent with historical market practice for special purpose
acquisition companies, the Company had been accounting for the
Warrants as shareholders’ equity. As you are aware, ACE’s warrant
terms were fully disclosed in its initial public offering
prospectus. With the recent SEC Statement, however, the Company has
restated its financial statements such that the Warrants are
accounted for as a warrant liability and marked-to-market each
reporting period. In general, under mark-to-market accounting, as
the stock price increases, the fair value of the warrant liability
recorded on the Company’s balance sheet increases, and the Company
recognizes additional noncash expense in the Statement of
Operations for the change in fair value of warrant liability, with
the opposite effect when the stock price declines.
The change in the accounting treatment for the Warrants caused
the Company to record a warrant liability on the restated Balance
Sheet at December 31, 2020 and recognize a noncash expense for the
change in fair value of warrant liability in the restated Statement
of Operations for the Year Ended December 31, 2020. There was no
change to the Company’s previously reported Net Change in Cash in
the Statement of Cash Flows for the Year Ended December 31,
2020.
The Company filed a Form 8-K for the Restatement with the SEC on
May 5, 2021 and filed its Form 10-K/A for the Restatement with the
SEC shortly thereafter. The Company expects to file an amended Form
S-4 for the Business Combination on or around May 6, 2021. The
Company and Achronix Semiconductor Corporation remain committed to
working to close the Business Combination as soon as
practicable.
About Achronix Semiconductor Corporation
Achronix Semiconductor Corporation (“Achronix”) is a fabless
semiconductor corporation based in Santa Clara, California,
offering high-end FPGA-based data acceleration solutions, designed
to address high-performance, compute-intensive and real-time
processing applications. Achronix is the only supplier to have both
high-performance and high-density standalone FPGAs and licensed
eFPGA solutions. Achronix FPGA and eFPGA IP offerings are further
enhanced by ready-to-use accelerator cards targeting AI, machine
learning, networking and data center applications. All Achronix
products are fully supported by a complete and optimized range of
Achronix software tools called ACE, which enables customers to
quickly develop their own custom applications. Achronix has a
global footprint, with sales and design teams across the U.S.,
Europe and Asia. For more information, please visit
www.achronix.com.
About ACE Convergence Acquisition Corp.
ACE Convergence Acquisition Corp. is a $230 million special
purpose acquisition company whose business mandate is to identify
and acquire an emerging leader in the IT infrastructure
software/systems and system-on-a-chip markets that is
well-positioned to capitalize on the changing landscape of data
acceleration being driven by developments in AI, Cloud, and 5G
technologies. ACE is comprised of a team of sector specialists with
a solid track record of scaling complex technology organizations
and making transformative value-creation decisions. For more
information, please visit http://acev.io/home/default.aspx.
About ACE Equity Partners
ACE Equity Partners is an Asian-nexus mid-market cross-border
private equity firm with a single-minded focus on the convergence
of digital and industrial technologies. For more information,
please visit: http://acelp.co.kr.
Forward-Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws. These
forward-looking statements generally are identified by the words
“intend,” “expect,” “estimate,” “project,” “potential,” “future,”
“may,” “will,” “would,” “will be,” and similar expressions.
Forward-looking statements are predictions, projections and other
statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. All statements, other than statements of present
or historical fact included in this press release, regarding ACE’s
proposed acquisition of Achronix, ACE’s ability to consummate the
proposed transaction, the benefits of the proposed transaction and
the combined company’s future financial performance, as well as the
combined company’s strategy, future operations, estimated financial
position, estimated revenue growth, prospects and pipeline
expectations, estimated market growth, estimated backlog, plans and
objectives of management are forward-looking statements. Many
factors could cause actual future events to differ materially from
the forward-looking statements in this press release, including but
not limited to: the risk that the proposed transaction may not be
completed in a timely manner or at all, which may adversely affect
the price of ACE’s securities; the risk that the proposed
transaction may not be completed by ACE’s business combination
deadline and the potential failure to obtain an extension of the
business combination deadline if sought by ACE; the failure to
satisfy the conditions to the consummation of the proposed
transaction, including the adoption of the Agreement and Plan of
Merger (the “Merger Agreement”) between ACE, ACE Convergence
Subsidiary Corp., a Delaware corporation and a direct wholly owned
subsidiary of ACE, and Achronix, by the shareholders of ACE or the
stockholders of Achronix and the receipt of certain governmental
and regulatory approvals; the lack of a third party valuation in
determining whether or not to pursue the proposed transaction; the
inability to complete the concurrent PIPE financing; the occurrence
of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement; the effect of the
announcement or pendency of the transaction with ACE on Achronix’s
business relationships, operating results, and business generally;
risks that the proposed transaction disrupts current plans and
operations of Achronix; the outcome of any legal proceedings that
may be instituted against Achronix or against ACE related to the
Merger Agreement or the proposed transaction; the ability to
maintain the listing of ACE’s securities on a national securities
exchange; risks related to new accounting pronouncements or changes
in accounting guidance; changes in domestic and foreign business,
market, financial, political, and legal conditions and changes in
the combined capital structure; the ability to implement business
plans, forecasts, and other expectations after the completion of
the proposed transaction, and identify and realize additional
opportunities; failure to realize the anticipated benefits of the
proposed transaction; risks relating to the uncertainty of the
projected financial information with respect to Achronix; risks
related to the rollout of Achronix’s business and the timing of
expected business milestones; the effects of competition on
Achronix’s business; the effects of the cyclical nature of the
semiconductor industry on Achronix’s business; risks related to
Achronix’s customer concentration; the risks to Achronix’s business
if internal processes and information technology systems are not
properly maintained; risks associated with Achronix’s operational
dependence on independent contractors and third parties; risks
associated with Achronix’s reliance on certain suppliers for, among
other things, silicon wafers; risks and uncertainties related to
the ongoing COVID-19 pandemic; risks and uncertainties related to
Achronix’s international operations, including possible
restrictions on cross-border investments which could harm
Achronix’s financial position; and risks associated with Achronix’s
ability to develop new products and adapt to new markets. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of ACE’s
registration statement on Form S-4 discussed above and other
documents filed, filed with the SEC on February 10, 2021, as may be
amended from time to time with the SEC and available on EDGAR at
www.sec.gov. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements. There may be additional risks that could also cause
actual results to differ from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements as predictions of
future events, and Achronix assumes no obligation and do not intend
to update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise, except as
may be required by applicable law.
Important Information for Investors and Stockholders
In connection with the proposed merger transaction, ACE has
filed a registration statement on Form S-4 (the “Registration
Statement”) with the SEC, which includes a preliminary proxy
statement to be distributed to holders of Ace’s common stock in
connection with ACE’s solicitation of proxies for the vote by ACE’s
stockholders with respect to the proposed transaction and other
matters as described in the Registration Statement, as well as the
prospectus relating to the offer of securities to be issued to
Achronix’s stockholders in connection with the proposed
transaction. After the Registration Statement has been declared
effective, ACE will mail a definitive proxy statement, when
available, to its stockholders. Investors and security holders and
other interested parties are urged to read the proxy
statement/prospectus, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about ACE, Achronix and the proposed transaction.
Investors and security holders may obtain free copies of the
preliminary proxy statement/prospectus and definitive proxy
statement/prospectus (when available) and other documents filed
with the SEC by ACE through the website maintained by the SEC at
http://www.sec.gov, or by directing a request to: ACE Convergence
Acquisition Corp., 1013 Centre Road, Suite 403S, Wilmington, DE
19805. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Participants in the Solicitation
ACE and its directors and officers may be deemed participants in
the solicitation of proxies of ACE’s shareholders in connection
with the proposed business combination. Security holders may obtain
more detailed information regarding the names, affiliations and
interests of certain of ACE’s executive officers and directors in
the solicitation by reading ACE’s final prospectus filed with the
SEC on July 28, 2020, the Registration Statement, proxy
statement/prospectus and other relevant materials filed with the
SEC in connection with the business combination when they become
available. Information concerning the interests of ACE’s
participants in the solicitation, which may, in some cases, be
different than those of their stockholders generally, will be set
forth in the registration statement, proxy statement relating to
the business combination when it becomes available.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of ACE, the combined company or Achronix, nor shall there be any
sale of any such securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act of 1933, as amended.
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version on businesswire.com: https://www.businesswire.com/news/home/20210506005382/en/
For Achronix: IR@Achronix.com Media@Achronix.com
ACE Convergence Acquisition Corp.: info@acev.io
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