Current Report Filing (8-k)
09 1월 2023 - 10:07PM
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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): January 5, 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
N/A
(Former name or former
address, if changed since last report)
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 (see General
Instruction A.2. below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 |
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|
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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 |
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ACBAU |
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NASDAQ
Capital Market |
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Ordinary Shares |
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ACBA |
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NASDAQ
Capital Market |
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Warrants |
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ACBAW |
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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
a Material Definitive Agreement
As
approved by its shareholders at the Annual Meeting of Shareholders on January 5, 2023 (the “Meeting”), Ace Global Business
Acquisition Limited (the “Company” or “Ace”) entered into an amendment (the “Trust Amendment”) to
the investment management trust agreement, dated April 5, 2021, with Continental Stock Transfer & Trust Company on January 5, 2023.
Pursuant to the Trust Amendment, the Company has the right to extend the time to complete a business combination a total of five (5) times,
as follows: (i) two (2) times for an additional three (3) months each time from January 8, 2023 to July 8, 2023 by depositing into the
trust account $0.15 for each three-month extension for each issued and outstanding Company ordinary share issued in the IPO that has not
been redeemed (each, a “Public Share”), followed by (ii) three (3) times for an additional one (1) month each time from July
8, 2023 to October 8, 2023 by depositing into the trust account $0.05 for each one-month extension for each issued and outstanding Public
Share (each, an “Extension Payment”).
On
January 5, 2023, the Company issued an unsecured promissory note in the aggregate principal amount of $350,332.05 (the “Note”)
to Ace Global Investment Limited, the Company’s initial public offering sponsor (“Sponsor”), in exchange for Sponsor
depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business
combination. The Note does not bear interest and matures upon the closing of a business combination by the Company. In addition, the Note
may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering
at a price of $10.00 per unit.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its shareholders at the Meeting on January 5, 2023, the Company filed an amended and restated memorandum and articles of association
on January 5, 2023 (the “Charter Amendment”), giving the Company the right to extend the date by which it has to complete
a business combination up to a total of five (5) times, as follows: (i) two (2) times for an additional three (3) months each time from
January 8, 2023 to July 8, 2023, followed by (ii) three (3) times for an additional one (1) month each time from July 8, 2023 to October
8, 2023.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
January 5, 2023, the Company held the Meeting. On December 1, 2022, the record date for the Meeting, there were 6,054,000 ordinary shares
of Ace entitled to be voted at the Meeting, 83.21% of which were represented in person or by proxy.
The
final results for each of the matters submitted to a vote of Company shareholders at the Meeting are as follows:
1. Charter Amendment
Proposal No. 1A
Shareholders
approved the proposal to amend the Company’s amended and restated memorandum and articles of association, giving the Company the
right to extend the date by which it has to complete a business combination up to a total of five (5) times, as follows: (i) two (2) times
for an additional three (3) months each time from January 8, 2023 to July 8, 2023, followed by (ii) three (3) times for an additional
one (1) month each time from July 8, 2023 to October 8, 2023. Approval of the Charter Amendment required the majority of the votes of
the shares which were present in person or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
5,035,895 |
|
0 |
|
1,400 |
|
0 |
Proposal No. 1B
Shareholders
approved the proposal to introduce provisions where the Company can hold shareholders and directors meetings by virtual conferencing or
other electronic facilities The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
5,035,895 |
|
0 |
|
1,400 |
|
0 |
2. Trust Amendment
Shareholders
approved the proposal to amend the Company’s investment management trust agreement, dated April 5, 2021, by and between the Company
and Continental Stock Transfer & Trust Company to allow the Company to extend the time it has to complete a business combination a
total of five (5) times, as follows: (i) two (2) times for an additional three (3) months each time from January 8, 2023 to July 8, 2023
by depositing into the trust account $0.15 for each three-month extension for each issued and outstanding Public Share that has not been
redeemed, followed by (ii) three (3) times for an additional one (1) month each time from July 8, 2023 to October 8, 2023 by depositing
into the trust account $0.05 for each one-month extension for each issued and outstanding Public Share. Approval of the Trust Amendment
required approval by the affirmative vote of holders of at least a majority of the Company’s ordinary shares sold in the IPO, excluding
the founder shares and private shares. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
3,581,895 |
|
0 |
|
1,400 |
|
0 |
3. Election of Directors
Shareholders
elected all of the five nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows:
| |
FOR | | |
AGAINST | | |
BROKER
NON-VOTE | |
Eugene Wong | |
4,737,295 | | |
300,000 | | |
0 | |
Nicholas Xue-Wei Tan | |
5,035,895 | | |
1,400 | | |
0 | |
Robert Morris | |
5,035,895 | | |
1,400 | | |
0 | |
Yan Xu | |
5,035,895 | | |
1,400 | | |
0 | |
Leslie Chow | |
5,035,895 | | |
1,400 | | |
0 | |
As there were sufficient votes
to approve the above proposals, Proposal No. 4, the “Adjournment Proposal” described in the definitive proxy of Ace, which
was filed with the Securities and Exchange Commission (the “SEC”) on December 20, 2022 was not presented to shareholders.
Item 8.01. Other Events.
In
connection with the shareholders vote at the Meeting, 2,264,453 ordinary shares were tendered for redemption. On January 5, 2023, the
Company made a deposit to the trust account as provided above and extended the amount of time it has available to complete a business
combination from January 8, 2023 to April 8, 2023. Following such redemptions and the deposit of the extension payment described above,
the amount of funds remaining in the trust account is approximately $25.2 million.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
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.
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Ace Global Business Acquisition Limited |
|
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Dated: January 9, 2023 |
/s/ Eugene Wong |
|
Eugene Wong |
|
Chief Executive Officer |
4
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