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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):
May 24, 2024
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 (§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 1.02. Mutual Termination of a Material
Definitive Agreement.
As previously announced, Ace Global Business Acquisition
Limited, a British Virgin Islands business company (“Ace” or “Parent”) previously entered into that certain Business
Combination Agreement dated December 23, 2022 between Ace and LE Worldwide Limited, a British Virgin Islands business company (the “Company”)
(as supplemented by a Joinder Agreement dated March 2, 2023 between Ace, the Company, ACBA Merger Sub I Limited, a British Virgin Islands
business company and wholly owned subsidiary of Ace (“Purchaser”) and ACBA Merger Sub II Limited, a British Virgin Islands
business company and wholly owned subsidiary of Purchaser (“Merger Sub”) and as amended on July 6, 2023 and September 19,
2023) (the “Merger Agreement”) which provides for, subject to the satisfaction or waiver of the conditions set forth in the
Merger Agreement (including, but not limited to, the approval and adoption of the Merger Agreement by the shareholders of Ace), the proposed
Business Combination between Ace and the Company.
On May 24, 2024, the parties to the Merger Agreement
entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which the parties to the Merger
Agreement agreed to mutually terminate the Merger Agreement in all respects in accordance with Section 14.1(a) of the Merger Agreement.
The Merger Agreement is effectively mutually terminated as of May 24, 2024. The parties’ entry into the Mutual Termination Agreement
was as a result of concern over the Company’s ability to continue its operations post-business combination due to significant decline
in its business revenue, liquidity issues with certain bank financings and uncertainty over the supply of the tools and products that
it sells. On April 12, 2024, the Company’s related party manufacturer and main supplier was served with a winding-up petition.
The foregoing description of the Mutual Termination
Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached
as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 8.01. Other Events.
The board of directors of Ace has determined that
Ace may not have sufficient time to complete an initial business combination within the timeframe provided in Ace’s current amended
and restated memorandum and articles of association (the “Charter”), and Ace will therefore liquidate and dissolve in accordance
with its terms. Ace will redeem all of its issued and outstanding ordinary shares that were included in the units issued in its initial
public offering from its public shareholders and will work with its trustee to effect the liquidation in accordance with the terms of
its Charter and as set forth in its prospectus issued in connection with Ace’s initial public offering. There will be no redemption
rights or liquidating distributions with respect to Ace’s warrants, which will expire worthless.
On May 24, 2024, Ace issued a press release announcing
the mutual termination of the Merger Agreement and redemption of its ordinary shares. A copy of the press release is attached as Exhibit
99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and 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: May 24, 2024
Ace Global Business Acquisition Limited
(Registrant)
By: |
/s/ Eugene Wong |
|
Name: |
Eugene Wong |
|
Title: |
Chief Executive Officer |
|
2
Exhibit 10.1
Mutual Termination Agreement
This Mutual Termination Agreement (this
“Agreement”) is entered into as of 24 May, 2024 (the “Effective Date”) by and among (i)
Ace Global Business Acquisition Limited, a British Virgin Islands business company (“Parent”); (ii) ACBA Merger Sub
I Limited, a British Virgin Islands business company and wholly owned subsidiary of Parent (“Purchaser”); (iii) ACBA
Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”
and together with Parent and Purchaser, the “Purchaser Parties”); and (iv) LE Worldwide Limited, a British Virgin
Islands business company (the “Company” and together with Parent, Purchaser and Merger Sub, the “Parties”
and each, a “Party”).
WHEREAS, the Parties previously entered
into that certain Business Combination Agreement dated December 23, 2022 between Parent and the Company (as supplemented by a Joinder
Agreement dated March 2, 2023 between Parent, the Company, Purchaser and Merger Sub and as amended on July 6, 2023 and September 19, 2023)
(the “Merger Agreement”); and
WHEREAS, pursuant to Section 14.1(a) of
the Merger Agreement, the Parties desire to terminate the Merger Agreement by mutual written consent of the Purchaser Parties and the
Company, as provided herein.
NOW THEREFORE, in consideration of the
premises and the mutual agreements and covenants hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
| 1. | Definitions. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed
to them in the Merger Agreement. |
| 2. | Termination of the Merger Agreement. Effective as of the Effective Date, the Merger Agreement is
hereby mutually terminated by the Parties in all respects in accordance with Section 14.1(a) of the Merger Agreement. |
| 3. | Further Assurances. The Parties hereby agree to execute and deliver, and to cause their respective
representatives and Affiliates to execute and deliver, from time to time, such additional documents, conveyances or other assurances reasonably
necessary to carry out the intent of this Agreement. |
[the remainder of
this page is left blank intentionally; signature page follows]
IN WITNESS WHEREOF, the Parties have duly
executed this Agreement as of the date first written above.
PARENT: |
|
|
|
Ace Global Business Acquisition Limited, |
|
a British Virgin Islands business company |
|
|
|
/s/ Eugene Wong |
|
Eugene Wong |
|
CEO and Chairman of the Board |
|
|
|
PURCHASER: |
|
|
|
ACBA Merger Sub I Limited, |
|
a British Virgin Islands business company |
|
|
|
/s/ Eugene Wong |
|
Eugene Wong |
|
Chief Executive Officer |
|
|
|
MERGER SUB: |
|
|
|
ACBA Merger Sub II Limited, |
|
a British Virgin Islands business company |
|
|
|
/s/ Eugene Wong |
|
Eugene Wong |
|
Sole Director |
|
|
|
COMPANY: |
|
|
|
LE Worldwide Limited, |
|
a British Virgin Islands business company |
|
|
|
/s/
Lo Yeung Man Teddy |
|
Lo Yeung Man Teddy |
|
CEO |
|
Exhibit 99.1
Filed by Ace Global Business Acquisition Limited
pursuant to Rule 425 under the Securities Act
of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Ace Global Business Acquisiton
Limited
Commission File No.: 001-40309
Date: May 24, 2024
Ace Global Business Acquisition Limited Announces
Mutual Termination of Merger Agreement and
Redemption of Ordinary Shares
NEW YORK, May 24, 2024 /PRNewswire/ -- Ace Global
Business Acquisition Limited (NASDAQ: ACBA) (the “Company”), a special purpose acquisition company, announced today that the
Business Combination Agreement dated December 23, 2022 between the Company and LE Worldwide Limited, a British Virgin Islands business
company (“LE Worldwide”) (as supplemented by a Joinder Agreement dated March 2, 2023 between the Company, LE Worldwide, ACBA
Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of the Company (“Purchaser”) and
ACBA Merger Sub II Limited, a British Virgin Islands business company and wholly owned subsidiary of Purchaser (“Merger Sub”)
and as amended on July 6, 2023 and September 19, 2023) (the “Merger Agreement”) has been mutually terminated and that the
Company is ceasing its business combination efforts.
On May 24, 2024, the Company, Purchaser, Merger
Sub and LE Worldwide entered into a Mutual Termination Agreement (the “Mutual Termination Agreement”) pursuant to which the
Company, Purchaser, Merger Sub and LE Worldwide agreed to mutually terminate the Merger Agreement in all respects in accordance with Section
14.1(a) of the Merger Agreement. The Merger Agreement is effectively mutually terminated as of May 24, 2024. The parties’ entry
into the Mutual Termination Agreement was as a result of concern over LE Worldwide’s ability to continue its operations post-business
combination due to significant decline in its business revenue, liquidity issues with certain bank financings and uncertainty over the
supply of the tools and products that it sells. On April 12, 2024, LE Worldwide’s related party manufacturer and main supplier was
served with a winding-up petition.
Because the board of directors of the Company
has determined that the Company may not have sufficient time to complete an initial business combination within the timeframe provided
in the Company’s current amended and restated memorandum and articles of association (the “Charter”), the Company will
therefore liquidate and dissolve in accordance with its terms. The Company will redeem all of its issued and outstanding ordinary shares
that were included in the units issued in its initial public offering from its public shareholders and will work with its trustee to effect
the liquidation in accordance with the terms of its Charter and as set forth in its prospectus issued in connection with the Company’s
initial public offering. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants,
which will expire worthless.
About Ace Global Business Acquisition Limited
Ace Global Business Acquisition Limited is a blank
check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more business entities.
Forward-Looking Statements
This press release may includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, that involve risks and uncertainties. Forward looking statements are statements that are not historical facts.
Such forward-looking statements, including the successful consummation of the Company’s business combination, are subject to risks
and uncertainties, which could cause actual results to differ from the forward-looking statements. Actual results could differ materially
from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with
the Securities and Exchange Commission (“SEC”). The Company expressly disclaims any obligations or undertaking to release
publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations
with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Investor Relationship Department
+(852) 2151 5198 / 2151 5598
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