Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
12 7월 2023 - 12:25AM
Edgar (US Regulatory)
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 |
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001-40309 |
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n/a |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(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 |
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Trading Symbol(s) |
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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 |
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ACBAU |
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Nasdaq Capital Market |
Ordinary Shares |
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ACBA |
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Nasdaq Capital Market |
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 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.
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 |
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Ace Global Business Acquisition Limited |
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By: |
/s/ Eugene Wong |
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Name: |
Eugene Wong |
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Title: |
Chief Executive Officer |
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2
Exhibit 2.1
Ace Global Business Acqu... (NASDAQ:ACBAU)
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