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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/22/23 Ace Global Business Acq Ltd. 8-K:1,9 9/19/23 12:265K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 32K
2: EX-2.1 Amendment No. 2 to the Agreement and Plan of HTML 19K
Merger, Dated as of September 19, 2023
7: R1 Cover HTML 52K
10: XML IDEA XML File -- Filing Summary XML 12K
8: XML XBRL Instance -- ea185471-8k_aceglobal_htm XML 22K
9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.DEF XBRL Definitions -- acba-20230919_def XML 75K
5: EX-101.LAB XBRL Labels -- acba-20230919_lab XML 104K
6: EX-101.PRE XBRL Presentations -- acba-20230919_pre XML 72K
3: EX-101.SCH XBRL Schema -- acba-20230919 XSD 15K
11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K
12: ZIP XBRL Zipped Folder -- 0001213900-23-078554-xbrl Zip 26K
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 19, 2023
i ACE GLOBAL BUSINESS ACQUISITION LIMITED
(Exact Name of Registrant as Specified in its Charter)
| i British Virgin Islands | i 001-40309 | n/a | ||
|
(State or other jurisdiction |
(Commission File Number) |
(I.R.S. Employer |
i Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89
Queensway,
i Admiralty, i Hong Kong
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: +( i 852) i 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:
| i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ☐ | 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:
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).
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. i ☐
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”). Also as previously disclosed, on July 6, 2023, the Parties entered into the Amendment No. 1 to the Merger Agreement (the “First Amendment”).
On September 19, 2023, the Parties entered into the Amendment No. 2 to the Merger Agreement (the “Second Amendment”). The Second Amendment amended the Merger Agreement to, among other things, reduce the Merger Consideration, as defined in the Merger Agreement, from $150 million to $110 million. As a result of the Second Amendment, as consideration for the transactions contemplated by the Merger Agreement, the Purchaser will issue to the Company a number of ordinary shares valued at $104.5 million, which is $110 million less 5% of the aggregate amount of merger consideration that is subject to holdback arrangements.
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which has been filed herewith as Exhibit 2.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibit.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 2 to the Agreement and Plan of Merger, dated as of September 19, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: September 22, 2023 | ||
| Ace Global Business Acquisition Limited | ||
| By: | /s/ Eugene Wong | |
| Name: | Eugene Wong | |
| Title: | Chief Executive Officer | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/22/23 | |||
| For Period end: | 9/19/23 | 8-K, DEF 14A | ||
| 7/6/23 | 8-K | |||
| 3/2/23 | 8-K, DEFA14A | |||
| 12/23/22 | 425, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/08/23 ACBA Merger Sub I Ltd. F-4/A 5:20M EdgarAgents LLC/FA 11/17/23 ACBA Merger Sub I Ltd. F-4/A 17:21M EdgarAgents LLC/FA 10/25/23 ACBA Merger Sub I Ltd. F-4/A 7:20M EdgarAgents LLC 2/FA 9/22/23 ACBA Merger Sub I Ltd. F-4 4:17M EdgarAgents LLC/FA |