ACBAW 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): 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

 

Exhibit No.		Description
10.1		Mutual Termination Agreement dated May 24, 2024 by and among Ace, Purchaser, Merger Sub and the Company.
99.1		Press Release dated May 24, 2024.
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, 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

 

v3.24.1.1.u2

Cover	May 24, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 24, 2024
Entity File Number	001-40309
Entity Registrant Name	ACE GLOBAL BUSINESS ACQUISITION LIMITED
Entity Central Index Key	0001844389
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway
Entity Address, City or Town	Admiralty
Entity Address, Country	HK
City Area Code	852
Local Phone Number	2151 5198
Written Communications	true
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
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
Title of 12(b) Security	Units, each consisting of one Ordinary Share, par value $0.001 per share, and one Redeemable
Trading Symbol	ACBAU
Security Exchange Name	NASDAQ
Ordinary Shares
Title of 12(b) Security	Ordinary Shares
Trading Symbol	ACBA
Security Exchange Name	NASDAQ
Warrants
Title of 12(b) Security	Warrants
Trading Symbol	ACBAW
Security Exchange Name	NASDAQ

---