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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/09/23 Ace Global Business Acq Ltd. 8-K:1,5,8,9 1/05/23 15:13M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 52K 2: EX-3.1 Amended and Restated Memorandum and Articles of HTML 104K Association of Ace Global Business Acquisition Limited, Adopted by Shareholders of the Company on January 5, 2023 and Filed With the Bvi Registry of Corporate Affairs on January 5, 2023 3: EX-10.1 Promissory Note Dated January 5, 2023 HTML 26K 4: EX-10.2 Amendment to the Investment Management Trust HTML 21K Agreement, Dated as of January 5, 2023, With Continental Stock Transfer & Trust Company 5: EX-99.1 Press Release Dated January 9, 2023 HTML 10K 10: R1 Cover HTML 58K 13: XML IDEA XML File -- Filing Summary XML 14K 11: XML XBRL Instance -- ea171265-8k_aceglobal_htm XML 24K 12: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.DEF XBRL Definitions -- acba-20230105_def XML 76K 8: EX-101.LAB XBRL Labels -- acba-20230105_lab XML 105K 9: EX-101.PRE XBRL Presentations -- acba-20230105_pre XML 73K 6: EX-101.SCH XBRL Schema -- acba-20230105 XSD 16K 14: JSON XBRL Instance as JSON Data -- MetaLinks 27± 37K 15: ZIP XBRL Zipped Folder -- 0001213900-23-001516-xbrl Zip 74K
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 January 5, 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 of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
i Rm. 806, 8/F., i Tower 2, i Lippo Centre, No. 89 Queensway, |
(Address of Principal Executive Offices) |
Registrant’s telephone number, including area code: ( i 852) i 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):
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 ☐
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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 |
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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.
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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:
Exhibit No. | Description | |
3.1 | Amended and restated memorandum and articles of association of Ace Global Business Acquisition Limited, adopted by shareholders of the Company on January 5, 2023 and filed with the BVI Registry of Corporate Affairs on January 5, 2023 | |
10.1 | Promissory Note dated January 5, 2023 | |
10.2 | Amendment to the investment management trust agreement, dated as of January 5, 2023, with Continental Stock Transfer & Trust Company | |
99.1 | Press Release dated January 9, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
Ace Global Business Acquisition Limited | |
Dated: January 9, 2023 | /s/ Eugene Wong |
Eugene Wong | |
Chief Executive Officer |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/8/23 | ||||
7/8/23 | ||||
4/8/23 | ||||
Filed on: | 1/9/23 | |||
1/8/23 | ||||
For Period end: | 1/5/23 | DEF 14A | ||
12/20/22 | DEF 14A | |||
12/1/22 | ||||
4/5/21 | 3, 424B4, 8-A12B, 8-K, 8-K/A, CERT, EFFECT | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Ace Global Business Acq Ltd. 10-K 12/31/23 56:4M EdgarAgents LLC/FA 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 8/14/23 ACBA Merger Sub I Ltd. DRS/A¶ 9/22/23 1:17M EdgarAgents LLC/FA 7/13/23 ACBA Merger Sub I Ltd. DRS/A¶ 9/22/23 1:15M EdgarAgents LLC/FA 6/14/23 Ace Global Business Acq Ltd. 10-K/A 12/31/22 52:3.5M EdgarAgents LLC/FA 3/30/23 Ace Global Business Acq Ltd. 10-K 12/31/22 51:3.4M EdgarAgents LLC/FA |