As filed with the U.S. Securities and Exchange Commission on December 8, 2023.

Registration No. 333-274635

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 3
TO
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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ACBA Merger Sub I Limited
(Exact name of Registrant as specified in its charter)

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Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway,
Admiralty, Hong Kong
Tel: (852) 2151 5198 / 2151 5598
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor,
New York, NY 10168
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all of the conditions set forth in the Merger Agreement are satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

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†       The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification (“ASC”) after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 8, 2023

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
ACE GLOBAL BUSINESS ACQUISITION LIMITED
AND PROSPECTUS FOR UNITS, ORDINARY SHARES AND WARRANTS
OF ACE GLOBAL BUSINESS ACQUISITION LIMITED

Proxy Statement/Prospectus dated             , 2023
and first mailed to the shareholders of Ace Global Business Acquisition Limited

            on or about             , 2023

To the Shareholders of Ace Global Business Acquisition Limited:

You are cordially invited to attend the extraordinary general meeting of the Shareholders of Ace Global Business Acquisition Limited (“Ace”, “ACBA”, “we”, “our Company”, “Ace Parent”, or “us”), which will be held at             , Hong Kong Time, on             , 2023, at             (the “Extraordinary General Meeting”). Ace is a British Virgin Islands business company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business”. Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement (as defined below), the proposed business combination will be completed through a two-step process consisting of (i) the Reincorporation Merger (as defined below), and (ii) the Acquisition Merger (as defined below). The Reincorporation Merger and the Acquisition Merger are collectively referred to herein as the “Business Combination”.

As announced on December 23, 2022, Ace has entered into a business combination agreement with LE Worldwide Limited, a British Virgin Islands business company (“LEW”), dated as of December 23, 2022, as amended on July 6, 2023 and on September 19, 2023 (collectively, the “Merger Agreement”), which provides for, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the proposed Business Combination between Ace and LEW. 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 Business Combination is to be effected in two steps: (i) Ace will merge with and into ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of Ace (such company before the Reincorporation Merger is sometimes referred to as the “Purchaser” and upon and following the Reincorporation Merger is hereinafter sometimes referred to as “PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) immediately after the consummation of the Reincorporation Merger, ACBA Merger Sub II Limited, (“Merger Sub”), a British Virgin Islands business company and wholly owned subsidiary of PubCo, will be merged with and into LEW, resulting in LEW becoming the surviving entity and wholly owned subsidiary of PubCo (the “Acquisition Merger”). On March 2, 2023, the Purchaser and Merger Sub each executed a joinder agreement to the Merger Agreement along with Ace and LEW, making the Purchaser and Merger Sub parties to the Merger Agreement. As more thoroughly described below, the aggregate consideration for the Acquisition Merger is $110,000,000, payable in the form of 11,000,000 newly issued ordinary shares of PubCo (“PubCo Ordinary Shares”) valued for purposes of calculating the merger consideration at $10.00 per share (the “Merger Consideration Shares”). Upon the consummation of the transactions, PubCo, a British Virgin Islands company, will change its corporate name to “AG DataWorks Limited.”

The Merger Agreement dated as of December 23, 2022, prior to its amendment on July 6, 2023, is sometimes referred to herein as the “Original Merger Agreement.” The July 6, 2023 amendment to the Original Merger Agreement is sometimes referred to herein as the “First Amendment.” The September 19, 2023 amendment to the Original Merger Agreement, as amended by the First Amendment, is sometimes referred to herein as the “Second Amendment.”

We are registering (i) up to 1,977,179 and 1,933,191 PubCo Ordinary Shares issuable to Ace’s shareholders and Ace’s sponsor and directors respectively, (ii) up to 4,600,000 and 783,191 PubCo Warrants issuable to holders of ACBA Warrants and ACBA Private Warrants respectively in exchange for the ACBA Warrants and ACBA Private Warrants, (iii) 4,600,000 and 783,191 PubCo Ordinary Shares underlying the PubCo Warrants and PubCo Private Warrants respectively, in each instance in connection with the Reincorporation Merger; and (iv) 11,000,000 PubCo Ordinary Shares issuable to LEW’s shareholders, (v) 2,000,000 PubCo Ordinary Shares issuable to PIPE investors, (vi) 165,000 PubCo Ordinary Shares issuable to Apex as finder, in each instance in connection with the Acquisition Merger.

With respect to the 11,000,000 Merger Consideration Shares to be received by LEW shareholders upon the closing of the Business Combination, 550,000 PubCo Ordinary Shares are to be issued and held by PubCo (the

“Holdback Shares”) for a period of time after closing in order to satisfy any indemnification obligations incurred under the Merger Agreement, and the remaining 10,450,000 Merger Consideration Shares, (the “Closing Payment Shares”) shall be delivered at the closing.

At the Extraordinary General Meeting, Ace’s shareholders will be asked to consider and vote upon the following proposals:

1.      Approval of the Reincorporation Merger, which we refer to as the “Reincorporation Merger Proposal” or “Proposal No. 1”;

2.      Approval of the Acquisition Merger, which we refer to as the “Acquisition Merger Proposal” or “Proposal No. 2”;

3.      Approval, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 11,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings, which we refer to as the “Nasdaq Proposal” or “Proposal No. 3”;

4.      Approval of the adoption of, on a non-binding advisory basis, certain differences in the governance provisions set forth in PubCo’s Amended and Restated Memorandum and Articles of Association, which we refer to as the “Governance Proposal” or “Proposal No. 4”;

5.      Approval of PubCo’s 2023 Equity Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No. 5”. A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C;

6.      Approval of the amendment and restatement of the Ace third amended and restated memorandum and articles of association to expand the methods that Ace may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission by deleting Article 25.1.7 that “Under no circumstances will the Company redeem its public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001” in its entirety, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 6”; and

7.      Approval to adjourn the Extraordinary General Meeting under certain circumstances, which is more fully described in the accompanying proxy statement/prospectus, which we refer to as the “Adjournment Proposal” or “Proposal No. 7”; and, together with the Reincorporation Merger Proposal, the Acquisition Merger Proposal, the Nasdaq Proposal, the Governance Proposals, the Incentive Plan Proposal and the NTA Requirement Amendment Proposal, collectively, the “Proposals”.

If Ace’s shareholders approve the Reincorporation Merger Proposal and the Acquisition Merger Proposal, (i) immediately prior to the consummation of the Business Combination, all outstanding units, including the Private Units (as defined below) of Ace (each of which consists of one ACBA Ordinary Share and one ACBA Warrant) (the “ACBA Units”) will separate into their individual components of ACBA Ordinary Shares and ACBA Warrants, and will cease separate existence and trading and (ii) upon the consummation of the Business Combination, the current equity holdings of Ace’s shareholders shall be exchanged as follows:

(i)     Each Ace’s ordinary share, par value $0.001 per share (“ACBA Ordinary Shares”), issued and outstanding immediately prior to the effective time of the Reincorporation Merger (other than any redeemed shares and any Dissenting Shares (as defined herein)), will automatically be cancelled and cease to exist and for each such ACBA Ordinary Share, PubCo shall issue to each Ace’s shareholder (other than Dissenting Shareholders (as hereinafter defined) and Ace’s shareholders who exercise their redemption rights in connection with the Business Combination) one validly issued PubCo Ordinary Share, which shall be fully paid (with PubCo being a British Virgin Islands company);

(ii)    Each ACBA Ordinary Share, issued and outstanding immediately prior to the closing held by each holder of ACBA Ordinary Shares who has validly exercised such holder’s right to dissent from the Reincorporation Merger in accordance with Section 179 of the British Virgin Islands Business Companies Act, 2004, as amended (the “BVI BC Act”) (a “Dissenting Shareholder”), and who has not effectively withdrawn its right to such dissent (collectively, the “Dissenting Shares”) will be cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholder shall not be entitled to receive any PubCo Ordinary Shares otherwise to be issued in connection with the Reincorporation Merger with respect to such Dissenting Shares; and

(iii)   Each warrant to purchase one ACBA Ordinary Share (“ACBA Warrant”) issued and outstanding immediately prior to effective time of the Reincorporation Merger will convert into a warrant to purchase one PubCo Ordinary Share (each, a “PubCo Warrant”) (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the ACBA Warrants, other than with respect to the security for which they are exercisable.

The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Ace will not consummate the Business Combination.

The following shows the cash value of the securities that (i) the public shareholders, (ii) the public warrant holders, (iii) the private warrant holders, (iv) the Sponsor and directors, (v) the current LEW shareholders, (vi) PIPE investors and (vii) finder, will receive in connection with the Reincorporation Merger and Acquisition Merger.

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(1)      The value of the warrants is $188,600, based on the market value per warrant as of the closing price of $0.041 on September 30, 2023.

(2)      The value of warrants is $32,110, based on the market value per warrant as of the closing price of $0.041 on September 30, 2023.

(3)      The cash value of the securities that current LEW shareholders will receive is $128 million, based on the market value per ordinary share as of the closing price of $11.67 on September 30, 2023.

The following shows the ownership percentage and the voting power of (i) the public shareholders, (ii) the Sponsor and directors, (iii) PIPE investors, (iv) the Significant LEW Shareholder, (v) the other LEW shareholders in total and (vi) Finder, following the consummation of the Business Combination and no exercise of public and private warrants.

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(1)      including 2,264,453 and 358,368 share actual share redemption on January 5, 2023 and September 19, 2023, respectively

(2)      including 479,191 ordinary shares are assumed to issue to Sponsor upon conversion of the notes and related party payables in connection with consummation of the Business Combination, which consists of $98,859 and $98,859 extension fee note payables (November 2, 2023 and November 14, 2023)

Subject to the assumptions set forth below, it is anticipated that, upon consummation of the Business Combination, Ace’s existing shareholders, including the initial shareholders, will own approximately 22.90% of the issued PubCo Ordinary Shares, and LEW’s current shareholders (including the Significant LEW Shareholder) will own approximately 64.42% of the issued PubCo Ordinary Shares; as of such time, the Significant LEW Shareholder will own approximately 25.81% of the issued PubCo Ordinary Shares. These relative percentages assume that (i) none of Ace’s existing public shareholders exercise their redemption rights or dissenter rights, each as further discussed herein; (ii) there is no exercise or conversion of Ace Warrants prior to the consummation of the Business Combination; and (iii) the Notes (defined below) have been converted into ACBA Ordinary Shares at the price of $10.00 per share immediately before the closing of the Business Combination. If any of Ace’s existing public shareholders exercise

their redemption rights or dissenter rights, the anticipated percentage ownership of Ace’s existing shareholders will be reduced. Furthermore, if any of the other assumptions are not accurate as of the closing of the Business Combination the anticipated percentage ownership of Ace’s existing shareholders will be modified. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The table below sets forth the number of PubCo Ordinary Shares that will be owned by public shareholders, the PIPE Investors, current LEW shareholders and the Sponsor and its affiliates immediately after the Business Combination assuming exercise of the Public and Private Warrants, and their respective voting power under (i) an actual redemption scenario, (ii) an interim redemption scenario, assuming 50% redemptions, and (iii) a maximum redemption scenario:

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#        including 479,191 ordinary shares are assumed to issue to Sponsor upon conversion of the notes and related party payables in connection with consummation of the Business Combination, which include 479,191 underlying ACBA warrants as part of ACBA Units, which are exercisable at $11.50 per share.

Assuming exercise and conversion of all ACBA securities held by the Sponsor, immediately upon consummation of the Business Combination, the Sponsor will own 2,631,382 PubCo Ordinary Shares, representing 11.72%, 12.26% and 12.85% of PubCo’s total issued shares under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemptions, and (iii) a maximum redemption scenario, respectively.

The PubCo Ordinary Shares issuable to the Sponsor in respect of the ACBA securities held by the Sponsor include (i) 1,065,000 ACBA Ordinary Shares; (ii) 304,000 ACBA Ordinary Shares included as part of the Private Units; (iii) 304,000 ACBA Ordinary Shares underlying ACBA Warrants included as part of the Private Units; and (iv) 479,191 ACBA Ordinary Shares; and (v) 479,191 ACBA Ordinary Shares underlying ACBA Warrants, both included as part of the ACBA Units into which the notes and related party payables will be converted at $10.00 per unit.

Purchaser is a British Virgin Islands holding company, and is not a Hong Kong operating company. As a holding company with no material operations of its own, Purchaser will, upon consummation of the Business Combination, conduct all of its operations in Hong Kong, Singapore, and the PRC through LEW’s Hong Kong, Singaporean, and PRC subsidiaries, in particular, Light Engine International Limited (“LEIL”), its Hong Kong operating subsidiary. In addition, LEIL recently formed Shenzhen Light Engine Limited, its wholly owned PRC subsidiary which has no material operations at the moment but will facilitate the selling of products to horticultural farms based in the PRC. Investors in PubCo Ordinary Shares should be aware that they do not, and may never, hold equity interests in its operating subsidiaries, but rather are holding equity interests solely in PubCo, our British Virgin Islands holding company.

Both Ace and LEW’s auditors, Adeptus Partners, LLC and Marcum Asia CPAs LLP, are headquartered in the U.S. and have been inspected by the PCAOB on a regular basis, and are subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. We do not expect that the Holding Foreign Companies Accountable Act and related regulations will be applicable to PubCo. You should read “Risks Relating to Ace’s Business — The securities of the Post-Combination Company may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act and the Accelerated Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect the company’s auditor“ for further information. PubCo will maintain cash management policies upon consummation of the Business Combination that dictate the purpose, amount and procedure of cash transfers between PubCo, its subsidiaries, or investors. In particular, PubCo is expected to adopt cash management policies requiring that, for each cash transfer, the requesting staff member shall submit a request for a competent supervisor to review and verify, and then payment will only be transferred to the cashier upon approval. Any voucher will be stamped after payment and the payee will sign the request for payment as receipt. In addition, all payments shall be made by remittance, crossed and stamped non-endorsed transfer cheques except for certain specified cash payables. When transferring any inter-group funds, the cash management procedures will be the same as the cash management policies for external payment as set out above. Funds can and are expected to be transferred in accordance with applicable laws and regulations and in accordance with our operating needs. The structure of cash flows within PubCo’s organization upon consummation of the Business Combination, and a summary of the applicable regulations, are as follows:

1. PubCo’s equity structure is an indirect holding structure: the overseas entity to be listed in the U.S., ACBA Merger Sub I Limited, a British Virgin Islands company which as of the Closing shall change its corporate name to “AG DataWorks Limited”, will own 100% of LEW, which in turn owns 100% of Light Engine Pte Limited (“LEPL”), a Singapore holding company. LEPL in turn has two direct wholly-owned subsidiaries: Light Engine International Limited, a Hong Kong operating subsidiary (“LEIL”), and NEOS Ventures Investment Limited (“NVIL”), a British Virgin Islands asset holding subsidiary; and LEIL wholly owns Shenzhen Light Engine Limited, its PRC subsidiary (“SLEL”).

2. Within PubCo’s holding structure, the cross-border transfer of funds within PubCo’s corporate group is legal and compliant with the laws and regulations of the respective jurisdictions where PubCo’s subsidiaries are established, namely the PRC, Hong Kong, Singapore and the British Virgin Islands. After foreign investors’ funds enter PubCo, the funds can be directly transferred to LEW, then transferred to LEPL, and finally to LEIL, NVIL and SLEL. Such transfer of funds may be through loans or capital contributions. However, there is no assurance that the PRC government will not intervene or impose restrictions on the ability of PubCo or its subsidiaries to transfer cash into or out of China and Hong Kong.

3. If PubCo intends to distribute dividends in the future, as a holding company, it will be dependent on the receipt of funds from its Hong Kong operating subsidiary LEIL and PRC subsidiary SLEL by way of dividend payments. SLEL will transfer the dividends to LEIL in accordance with the laws and regulations of PRC. LEIL will transfer the dividends to LEPL in accordance with the laws and regulations of Hong Kong, and then LEPL will transfer the dividends to LEW and then to PubCo, and the dividends will be distributed from PubCo to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

There are limitations on our ability to transfer cash within the PubCo’s organization upon consummation of the Business Combination, and there is no assurance that China’s government will not intervene or impose restrictions on the ability of us and our subsidiaries to transfer cash.

Any future determination related to PubCo’s dividend policy will be made at the discretion of PubCo’s board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments. Subject to the BVI BC Act and PubCo’s Memorandum and Articles of Association, PubCo’s board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of PubCo’s assets will exceed its liabilities and PubCo will be able to pay its debts as they become due. There is no further BVI statutory restriction on the amount of funds which may be distributed by PubCo by dividend.

Under Hong Kong law, dividends can only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by LEIL. There are no restrictions on foreign exchange and there are no limitations on the abilities of PubCo to transfer cash to or from LEIL or to U.S. investors under Hong Kong Law. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between PubCo and LEIL, across borders and to U.S. investors.

Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements. Therefore, our PRC subsidiary, SLEL, is able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. Current PRC regulations permit our PRC subsidiary to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.

4. In the reporting periods presented in this proxy statement/prospectus and up to the date of this proxy statement/prospectus, save for cash transfers among LEW and its subsidiaries that are made in the ordinary course of business as set forth below, no cash and other asset transfers have occurred among from LEW and its subsidiaries to investors; and no dividends or distributions from any of the subsidiaries has been made to LEW or to investors.

The following are the aggregate intra-group cash transfers made in the ordinary course of business for the nine months ended June 30, 2023 and the years ended September 30, 2022, and 2021 and up to the date of this proxy statement/prospectus:

See “Selected Historical Consolidated Financial Data of Lew” and LEW’s consolidated financial statements and related notes included elsewhere in this proxy statement/prospectus. For the foreseeable future after the Business Combination, we intend to use PubCo’s earnings to further expand the business and as general working capital. As a result, in the foreseeable future, we do not expect to pay any cash dividends on PubCo’s securities.

The ACBA Units, ACBA Ordinary Shares and ACBA Warrants are currently listed on the Nasdaq Capital Market under the symbols “ACBAU”, “ACBA”, and “ACBAW” respectively. PubCo intends to apply to list the PubCo Ordinary Shares and PubCo Warrants on the Nasdaq Stock Market under the symbols “AGDW” and “AGDWW” respectively, in connection with the closing of the Business Combination. Ace cannot assure you that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

One of the conditions to the obligations of LEW to consummate the closing of the Business Combination is that PubCo shall remain listed on Nasdaq and the additional listing application for the Closing Payment Shares shall have been approved by Nasdaq. The terms of the Merger Agreement provide that this condition may not be waived without resolicitation or recirculation. If Nasdaq does not approve the listing of PubCo’s securities, or if PubCo is otherwise unable to list its securities on a national securities exchange following the Business Combination, we could face significant material adverse consequences, including (i) reduced liquidity, or a lack of liquidity, for PubCo’s securities and PubCo’s shareholders; (ii) a limited availability of market quotations for PubCo’s securities; (iii) a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in PubCo’s securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo’s securities; (iv) a limited amount of news and analyst coverage for PubCo; and (v) a decreased ability to issue additional securities or obtain additional financing in the future.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 28 for a discussion of information that should be considered in connection with an investment in PubCo securities.

LEW’s current operations are substantially based in Hong Kong. Although Hong Kong has its own governmental and legal system as a Special Administrative Region of China, the government of the PRC has significant oversight and discretion in relation to LEW’s business. Therefore, it is uncertain whether in the future the Hong Kong government will implement regulations and policies of the Chinese government or adopt regulations and policies of its own that are substantially the same as those of the Chinese government. Moreover, LEIL recently formed SLEL, its wholly owned PRC subsidiary which has no material operations at the moment but will facilitate the selling of products to horticultural farms based in the PRC. As a result, the legal and operational risks associated with operating in China also apply to LEW’s operations in Hong Kong and in China. Given that changes in policies, regulations, rules, and the enforcement of laws of the Chinese government may occur quickly with little advance notice, being subject to various risks that are specific to doing business in China may result in a material change in LEW’s operations and the value of PubCo Ordinary Shares following the Business Combination, or could significantly limit or completely hinder our ability to offer or continue to offer PubCo’s securities to investors and cause the value of such securities to significantly decline or be worthless. Some major potential risks specific to doing business in China include, among others, the following:

•        The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. If such policy extends to cover Hong Kong, our ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. Such policy also affects our ability to expand our business to China or adversely affect our future operations in China. Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors or accept foreign investments and cause the value of PubCo’s securities to significantly decline or become worthless.

•        The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, adopted by the Chinese government requires an overseas special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the China Securities Regulatory Commission (“CSRC”) prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Although LEW currently conducts part of its business in China through SLEL, our PRC counsel, Fangda Partners, is of the opinion that the Business Combination with LEW is not currently subject to CSRC approval. Accordingly, we believe that we are not required to obtain CSRC approval for the Business Combination pursuant to the Trial Measures. However, if we inadvertently conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change, or the Chinese government extends such rules to cover companies with operations in Hong Kong, and CSRC approval is required for the Business Combination, it is uncertain whether it would be possible for us to obtain the approval, and any failure to obtain or delay in obtaining CSRC approval for the Business Combination would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies. It may hinder PubCo’s ability to list on a U.S. or other foreign exchange and to offer, or continue to offer, securities to investors, and the value of PubCo’s securities might significantly decline or become worthless.

•        Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On June 5, 2023, LEW, through its indirect subsidiary LEIL, established SLEL, a wholly owned subsidiary in mainland China. Our PRC counsel, Fangda Partners, is of the opinion that LEW will

not be required to conduct cybersecurity review with the Cyberspace Administration of China, or the “CAC,” under the Cybersecurity Review Measures which became effective on February 15, 2022, and is also not subject to cybersecurity review by the CAC. However, if in the future the Chinese government extends such rules to cover companies with operations in Hong Kong or we become subject to such rules because of SLEL’s operations in the Chinese market, LEW may be subject to such reviews and there is no guarantee it can obtain the requisite approvals and its operations could be adversely affected.

See “Risk Factors — Risks Relating to Doing Business in China or Hong Kong” for more details.

As of September 30, 2023, there was approximately $22,827,616 in Ace’s trust account. On [•], 2023, the last sale price of ACBA Ordinary Shares was $[•].

Pursuant to Ace’s third amended and restated memorandum and articles of association, Ace is providing its public shareholders with the opportunity to redeem all or a portion of their ACBA Ordinary Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Ace’s trust account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding ACBA Ordinary Shares that were sold as part of the ACBA Units in Ace’s initial public offering (“IPO”), subject to the limitations described herein. Ace currently estimates that the per-share price at which public shares may be redeemed from cash held in the Company’s trust account will be approximately $11.55 at the time of the Extraordinary General Meeting, although such amount can change as hereinafter discussed. Ace’s public shareholders may elect to redeem their shares even if they vote for the Reincorporation Merger or the Acquisition Merger or do not vote at all. Ace has no specified maximum redemption threshold under Ace’s memorandum and articles of association. Holders of outstanding ACBA Warrants do not have voting or redemption rights in connection with the Business Combination.

Ace is providing this proxy statement/prospectus and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournments or postponements of the Extraordinary General Meeting.

Each shareholder’s vote is very important. Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay. Ace’s shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the Extraordinary General Meeting. If you are a holder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against all the Proposals, and broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your shares will be voted in favor of each of the Proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and, if a quorum is present, will have the effect of a vote against all the Proposals. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

We encourage you to read this proxy statement/prospectus carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 28.

Ace’s board of directors has unanimously approved the Merger Agreement and the Plans of Merger (which, for the avoidance of doubt, include both the Reincorporation Merger as well as the Acquisition Merger), and unanimously recommends that Ace’s shareholders vote “FOR” approval of each of the Proposals. When you consider Ace’s board of directors’ recommendation of these Proposals, you should keep in mind that Ace’s directors and officers have interests in the Business Combination that may conflict or differ from your interests as a shareholder. See “Proposal No. 2 The Acquisition Merger Proposal — Interests of Certain Persons in the Business Combination”.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

•        “ACBA”, “Ace”, “we”, “us”, “Company” or “Ace Parent” refers to Ace Global Business Acquisition Limited.

•        “Ace Board” refers to Ace’s board of directors.

•        “BVI” refers to the British Virgin Islands and “BVI BC Act” refers to the BVI Business Companies Act, 2004.

•        “Closing Date” refers to the date on which the Business Combination is consummated.

•        “Significant LEW Shareholder” refers to Mr. Chung Wai Paul LO, who currently beneficially controls 40.07% of the equity shares of LEW, controls Huizhou Light Engine Limited, a company which is LEW’s main supplier, and is the father of Yeung Man Teddy LO, who is the Chief Executive Officer and Chairman of LEW and, whereupon the consummation of the Business Combination, will be the Chief Executive Officer and Executive Director of PubCo.

•        “DLA” refers to DLA Piper LLP (US).

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

•        “Initial Shareholders” refers to the Sponsor and Ace’s directors and officers.

•        “IPO” refers to the initial public offering of 4,600,000 units (including 600,000 units after Ladenburg exercised its over-allotment option) of Ace consummated on April 8, 2021.

•        “Ladenburg” refers to Ladenburg Thalmann & Co. Inc.

•        “LEW” refers to LE Worldwide Limited, its consolidated subsidiaries and its consolidated affiliated entities.

•        “Loeb” refers to Loeb & Loeb LLP.

•        “LOI” refers to a letter of intent.

•        “Merger Agreement” refers to the merger agreement dated as of December 23, 2022, between Ace and LEW (as supplemented by a joinder agreement dated as of March 2, 2023, executed by Ace, LEW, the Purchaser and Merger Sub) and as amended on July 6, 2023 and as further amended on September 19, 2023.

•        “Merger Sub” refers to ACBA Merger Sub II Limited, the wholly owned subsidiary of ACBA Merger Sub I Limited.

•        “Note” or “Notes” refers to the unsecured promissory notes issued by Ace to the Sponsor or its affiliates or designees in exchange for the Sponsor or its affiliates or designees depositing such amounts (as applicable) into Ace’s trust account in order to extend the amount of time it has available to complete a business combination.

•        “Plan of Merger” refers to a plan of merger by and among Ace and the Purchaser and/or Merger Sub and LEW as the context requires.

•        “PRC Subsidiary” or “SLEL” means Shenzhen Light Engine Limited, a company organized under the laws of the People’s Republic of China and a wholly owned subsidiary of LEIL.

•        “Purchaser” refers to ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of Ace Global Business Acquisition Limited (such company before the Reincorporation Merger is sometimes referred to as “Purchaser” and upon and following the Reincorporation Merger is hereinafter sometimes referred to as “PubCo”).

•        “Sponsor” refers to Ace Global Investment Limited.

•        “US Dollars”, “$”, “US$” and “USD” refers to the legal currency of the United States.

•        “U.S. GAAP” refers to accounting principles generally accepted in the United States.

•        “VWAP” refers to, for any security as of any date(s), the dollar volume-weighted average price for such security on the principal securities exchange or securities market on which such security is then traded during normal trading hours of such exchange or market, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during normal trading hours of such market, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security

Ace Global Business Acquisition Limited
Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway,
Admiralty, Hong Kong
(852) 2151 5198 / 2151 5598

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON               , 2023

TO THE SHAREHOLDERS OF ACE GLOBAL BUSINESS ACQUISITION LIMITED:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of shareholders of Ace Global Business Acquisition Limited, a British Virgin Islands business company (“Ace”), will be held on               , 2023 at [10:00 AM Hong Kong] Time as a teleconference using the following dial-in information:

The Extraordinary General Meeting will be held for the following purposes:

I.       To approve the merger of Ace with and into the Purchaser, its wholly owned subsidiary, with PubCo surviving the merger. We refer to the merger as the Reincorporation Merger. This proposal is referred to as the Reincorporation Merger Proposal or Proposal No. 1. Holders of ACBA Ordinary Shares as of record date are entitled to vote on this proposal.

II.     To approve the authorization for PubCo to, immediately following the consummation of the Reincorporation Merger, complete the merger of Merger Sub into LEW, resulting LEW becoming a wholly owned subsidiary of PubCo. We refer to the merger as the Acquisition Merger. This proposal is referred to as the Acquisition Merger Proposal or Proposal No. 2. Holders of ACBA Ordinary Shares as of record date are entitled to vote on this proposal.

III.    To approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 11,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings. This proposal is referred to as the Nasdaq Proposal or Proposal No. 3.

IV.     To approve the adoption of, on a non-binding advisory basis, certain differences in the governance provisions set forth in PubCo’s Amended and Restated Memorandum and Articles of Association. This proposal is referred to as the Governance Proposal or Proposal No. 4;

V.      To approve PubCo’s 2023 Equity Incentive Plan. This proposal is referred to as the Incentive Plan Proposal or Proposal No. 5. A copy of the Incentive Plan is attached to the accompanying proxy statement as Annex C;

VI.    To approve the amendment and restatement of the Ace third amended and restated memorandum and articles of association to expand the methods that Ace may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission by deleting Article 25.1.7 that “Under no circumstances will the Company redeem its public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001” in its entirety. This proposal is referred to as the NTA Requirement Amendment Proposal or Proposal No. 6; and

VII.   To approve the adjournment of the Extraordinary General Meeting in the event Ace does not receive the requisite shareholder vote to approve any of the above Proposals. This proposal is called the Adjournment Proposal or Proposal No. 7.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals”. The Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Ace will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Ace does not consummate the Business Combination and fails to complete an initial business combination by January 8, 2024 (or up to April 8, 2024, if the time period is extended, as described herein), Ace will be required to dissolve and liquidate in accordance with its organizational documents.

As of September 30, 2023, there were 3,431,179 ACBA Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Only Ace’s shareholders who hold shares of record as of the close of business on [•], 2023 are entitled to vote at the Extraordinary General Meeting or any adjournment of the Extraordinary General Meeting. This proxy statement/prospectus is first being mailed to Ace’s shareholders on or about [•], 2023. Approval of each of (i) the Reincorporation Merger Proposal, and (ii) the Acquisition Merger Proposal, in each instance, will require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal will, in each instance, require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Assuming that a quorum is present, attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting against the Proposals, and failing to instruct your bank, brokerage firm or nominee to attend and vote, your shares will have no effect on any of the Proposals.

Holders of ACBA Ordinary Shares are entitled to dissenter rights under the BVI BC Act in connection with the Reincorporation Merger. In accordance with Section 179 of the BVI BC Act, a holder of ACBA Ordinary Shares is entitled to payment of the fair value of all of its shares upon validly dissenting from the Reincorporation Merger. Holders of ACBA Ordinary Shares may only dissent in respect of all shares that they hold in Ace. Upon a holder of ACBA Ordinary Shares validly exercising its entitlement under Section 179 of the BVI BC Act, such Dissenting Shareholder shall cease to have any rights (including redemption rights) of a shareholder of Ace except the right to be paid the fair value of its ACBA Ordinary Shares determined in accordance with Section 179 of the BVI BC Act.

A holder of ACBA Ordinary Shares who desires to exercise its dissenter right (i.e., the entitlement to payment of the fair value of all of its ACBA Ordinary Shares in connection with the Reincorporation Merger) is required to give us written objection to the Reincorporation Merger before the Extraordinary General Meeting or before the vote on the Reincorporation Merger Proposal at the Extraordinary General Meeting. Within 20 days immediately following the date on which the approval of Ace’s shareholders is obtained at the Extraordinary General Meeting (or any adjourned meeting), Ace shall give written notice of the approval to each Ace shareholder who gave a valid written objection to the Reincorporation Merger, except for those Ace’s shareholders who after giving the written objection subsequently voted to approve the Reincorporation Merger Proposal at the Extraordinary General Meeting (or any adjourned meeting). Any such holder of ACBA Ordinary Shares who elects to dissent is required, within 20 days immediately following the date on which the notice of approval by Ace referred to above is given, to give Ace a written notice of its decision to elect to dissent, stating: (a) its name and address; (b) the number of ACBA Ordinary Shares in respect of which it dissents; and (c) a demand for payment of the fair value of its ACBA Ordinary Shares. On the effective date of the Reincorporation Merger, a Dissenting Shareholder shall have its ACBA Ordinary Shares automatically cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and a Dissenting Shareholder shall not be entitled to receive PubCo Ordinary Shares pursuant to the Reincorporation Merger. If the Reincorporation Merger is not approved and therefore the Business Combination is not consummated, the aforementioned election under Section 179 of the BVI BC Act will be given no effect, and the underlying ACBA Ordinary Shares held by the Dissenting Shareholder will remain issued and outstanding in accordance with their terms.

An Ace shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its dissenter right giving it the entitlement to payment of the fair value of the ACBA Ordinary Shares it holds following the procedures set forth above will not be entitled to have its ACBA Ordinary Shares redeemed. If an Ace shareholder has elected to have its ACBA Ordinary Shares redeemed but later elects to dissent, upon receipt of the written notice of such an Ace shareholder’s decision to elect to dissent, Ace shall instruct its transfer agent to return the ACBA Ordinary Shares (physically or electronically) delivered to the transfer agent in connection with such Ace shareholder’s demand for redemption to the Ace shareholder.

Whether or not you plan to attend the Extraordinary General Meeting in person, please submit your proxy card without delay to Advantage Proxy not later than the time appointed for the Extraordinary General Meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares in person if you subsequently choose to attend the Extraordinary General Meeting. If you fail to return your proxy card and do not attend the meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting. You may revoke a proxy at any time before it is voted at the Extraordinary General Meeting by executing and returning a proxy card dated later than the previous one, by attending the Extraordinary

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed by Purchaser (File No. 333-274635) with the SEC, constitutes a prospectus of Purchaser under Section 5 of the Securities Act, with respect to the issuance and the registration of (i) the PubCo Ordinary Shares issuable to Ace’s shareholders, (ii) the PubCo Warrants issuable to holders of ACBA Warrants in exchange for the ACBA Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, in each instance in connection with the Reincorporation Merger; and (iv) the PubCo Ordinary Shares issuable to LEW’s shareholders in connection with the Acquisition Merger. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Extraordinary General Meeting at which Ace’s shareholders will be asked to consider and vote upon the Proposals, including with respect to the proposals to approve the Reincorporation Merger and the Acquisition Merger.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

Ace files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Ace’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact Ace at the following address:

Ace Global Business Acquisition Limited
Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway, Admiralty, Hong Kong
Attn: Eugene Wong, Chief Executive Officer
Tel: (852) 2151 5198 / 2151 5598

All information contained in this proxy statement/prospectus relating to Ace, Purchaser and Merger Sub has been supplied by Ace, and all information relating to LEW has been supplied by LEW. Information provided by either Ace or LEW does not constitute any representation, estimate or projection of the other party.

Neither Ace, PubCo, Purchaser nor LEW has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Ace and/or LEW and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of LEW”, and “Business of LEW”. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan”, “believe”, “expect”, “anticipate”, “intend”, “outlook”, “estimate”, “forecast”, “project”, “continue”, “could”, “may”, “might”, “possible”, “potential”, “predict”, “should”, “would”, and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Ace and LEW, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors”, those discussed and identified in public filings made with the SEC by Ace and the following:

•        expectations regarding LEW’s strategies and future financial performance, including LEW’s future business plans or objectives, prospective performance and opportunities and competitors, ability to finance its research and development activities, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, ability to remediate material weaknesses to its internal control over financial reporting, and LEW’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•        the outcome of any legal proceedings that may be instituted against LEW, Ace and others following announcement of the Merger Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to, among other things, the failure to obtain Ace shareholders’ approval;

•        the risk that the proposed Business Combination disrupts current plans and operations of LEW as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by existing holders of ACBA Ordinary Shares being greater than expected;

•        the management and board composition of PubCo following the proposed Business Combination;

•        the ability to list PubCo’s securities on Nasdaq;

•        limited liquidity and trading of Ace’s and PubCo’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that LEW, PubCo and/or Ace may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

•        the possibility that the COVID-19 pandemic, or another major disease, or the conflict in the Ukraine or other similar macro event disrupts LEW’s business;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on LEW’s resources; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of Ace, LEW and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to LEW, Ace, Purchaser or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, Purchaser, LEW and Ace undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION and
THE EXTRAORDINARY GENERAL MEETING

Questions and Answers About the Merger

Q:     Why are Ace and LEW proposing to enter into the Business Combination?

A:     Ace is a blank check company formed specifically as a vehicle to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination with one or more businesses. In the course of Ace’s search for a business combination partner, Ace investigated the potential acquisition of many entities in various industries, including LEW, and concluded that LEW was the best candidate for a business combination with Ace. The following is a brief summary of factors that the Ace Board considered when approving the Business Combination. The Ace Board determined that LEW met, in some fashion, all the criteria set for Ace’s target company screening, namely: (i) strong market positioning; (ii) strong fundamentals with the potential to improve their performance with support from Ace’s management; (iii) distinguished management team; (iv) resilient business model; and (v) potential benefit from capital markets access. The Ace Board also considered the following uncertainties, risks and potentially negative factors concerning the Business Combination with LEW, including: (i) macroeconomic risks; (ii) benefits may not be achieved; (iii) operational risks; (iv) intense competition; (v) no guarantee of sustainable profitable results; and (vi) other risks. For more details on Ace’s search for a business combination partner and the board’s reasons for selecting LEW as Ace’s Business Combination partner, see “Proposal No. 2 The Acquisition Merger Proposal — Background of the Business Combination”. For more details on the referenced macroeconomic risks, operational risks, and other risks that the Ace Board considered, see “Proposal No. 2 The Acquisition Merger Proposal — Ace’s Board of Directors’ Reasons for Approving the Business Combination” included in this proxy statement/prospectus.

Q:     What is the purpose of this document?

A:     Ace and LEW are proposing to consummate the Business Combination. The Business Combination consists of the Reincorporation Merger and the Acquisition Merger, each of which is described in this proxy statement/ prospectus. In addition, the Merger Agreement and the Plan of Merger are attached to this proxy statement/prospectus as Annex A and is incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Reincorporation Merger and the Acquisition Merger will each require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Approval of each of the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Ace will not consummate the Business Combination. Approval of the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal will each require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Merger Agreement also will require either the affirmative vote of a majority in excess of 50% of LEW shareholders at a duly convened meeting or written consent of a majority in excess of 50% of LEW shareholders as described in the memorandum and articles of association of LEW.

Q.     Are any of the proposals conditioned on one another?

A:     Yes, the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, Ace will not consummate the Business Combination. In the absence of shareholder approval for a further extension, if Ace does not consummate the Business Combination and fails to complete an initial business combination by January 8, 2024, (or up to April 8, 2024, if the time period is extended, as described herein), Ace will be required to dissolve and liquidate. Adoption of each of the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal are not conditioned upon the adoption of any of the other Proposals.

The matters for which the consent of the shareholders of LEW are being sought are not conditioned on one another.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite shareholder approvals are received, and the other conditions precedent set forth in the Merger Agreement are satisfied, Ace currently expects that the Business Combination will occur as soon as practicable following the Extraordinary General Meeting and no later than January 8, 2024, but only after Ace holds a statutory meeting of shareholders, which is expected to be held 10 days after the date of this proxy statement/prospectus.

However, if Ace anticipates that it may not be able to consummate its initial business combination on or before January 8, 2024, Ace may, but is not obligated to, further extend the period of time to consummate a business combination through April 8, 2024. As disclosed in Ace’s prospectus in relation to the IPO, Ace originally had 12 months after the consummation of the IPO to consummate an initial business combination and may extend such period to a total of 21 months after the consummation of the IPO. As approved by its shareholders at the annual meeting of Ace’s Shareholders held on January 5, 2023, Ace entered into an amendment to the investment management trust agreement, dated April 5, 2021, with Continental Stock Transfer & Trust Company and filed a second amended and restated memorandum and articles of association, giving Ace 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 Company’s trust account $0.15 for each three-month extension for each issued and outstanding ACBA Ordinary Share issued in the IPO 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 Company’s trust account $0.05 for each one-month extension for each issued and outstanding ACBA Ordinary Share issued in the IPO that has not been redeemed. Subsequently, as approved by its shareholders at the special meeting of Ace’s Shareholders held on September 19, 2023, Ace entered into a second amendment to the investment management trust agreement, dated April 5, 2021 and as amended on January 5, 2023, with Continental Stock Transfer & Trust Company and filed a third amended and restated memorandum and articles of association, giving Ace the right to extend the time to complete a business combination a total of six (6) times for an additional one (1) month each time from October 8, 2023 to April 8, 2024 by depositing into the Company’s trust account $0.05 for each one-month extension for each issued and outstanding ACBA Ordinary Share issued in the IPO that has not been redeemed. On March 28, 2022, July 6, 2022, September 28, 2022, January 5, 2023, March 24, 2023, June 13, 2023, July 13, 2023, August 15, 2023, September 26, 2023, November 2, 2023 and November 14, 2023, Ace issued Notes in the aggregate principal amount of $455,400, $455,400, $455,400, $350,332, $350,332, $116,777, $116,777, $116,777, $98,859, $98,859 and $98,859 respectively to the Sponsor, pursuant to which such amount had been deposited into the Company’s trust account in order to extend the amount of available time to complete a business combination until January 8, 2024. The Notes do not bear interest and mature upon closing of a business combination by the Company. In addition, the Notes 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.

Q:     Who will manage PubCo?

A:     Yeung Man Teddy LO, who currently serves as Chief Executive Officer and Chairman of LEW, King Sau Nelson PANG, who currently serves as Chief Financial Officer of LEW, Alexander Che Yue CHOY, who currently serves as Chief Strategy Office of LEW and Sai Chung Daniel WONG, who currently serves as Executive Director of LEW, will serve in those respective roles at PubCo (save and except for Yeung Man Teddy LO’s position as Chairman, which will be redesignated to Executive Director) following the consummation of the Business Combination. Mr. Yeung Man Teddy LO and Mr. Sai Chung Daniel WONG, together with three independent directors, namely Mr. Francisco CISTERNAS Vera, Mr. Antony Paul VAN DE VEN and Mr. Alain FONTAINE will be appointed as the independent directors for the PubCo. For more information on PubCo’s current and anticipated management as of the consummation of the Business Combination, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Ace may seek another suitable business combination. In the absence of shareholder approval for a further extension, if Ace does not consummate a business combination by January 8, 2024 (or up to April 8, 2024, if the time period is extended, as described herein), then Ace’s officers

must take all actions necessary in accordance with the BVI BC Act to dissolve and liquidate Ace as soon as reasonably practicable. Following dissolution, Ace will no longer exist as a company. In any liquidation, the funds held in the Company’s trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of ACBA Ordinary Shares who acquired such shares in Ace’s IPO or in the aftermarket. ACE currently expects that the estimated consideration that each ACBA Ordinary Share would be paid at liquidation would be approximately $11.55 per share for shareholders based on amounts on deposit in the Company’s trust account as of September 30, 2023. The closing price of ACBA Ordinary Shares on Nasdaq as of [•], 2023 was $[•]. The Sponsor and other initial shareholders waived the right to any liquidation distribution with respect to any ACBA Ordinary Shares held by them.

If the Business Combination is not consummated, LEW will continue operating as a private company.

Q:     What happens to the funds deposited in the Company’s trust account following the Business Combination?

A:     Following the closing of the Business Combination, holders of ACBA Ordinary Shares exercising redemption rights will receive their per share redemption price out of the funds in the Company’s trust account, and thereafter the balance of the funds will be released to PubCo and utilized to fund working capital and other needs of PubCo. As of September 30, 2023, there was approximately $22,827,616 in Ace’s trust account. Ace estimates that approximately $11.55 per outstanding redeeming share issued in Ace’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Company’s trust account after such uses will be used for future working capital and other corporate purposes of the combined company.

Q:     Do any of Ace’s directors or officers have interests that may conflict with the interests of Ace’s shareholders with respect to the Business Combination?

A:     Ace’s directors and officers may have interests in the Business Combination that are different from your interests as a shareholder. Ace’s initial shareholders acquired their insider shares prior to the IPO at a nominal price. In November and December 2020, Ace issued an aggregate of 1,150,000 ACBA Ordinary Shares, which we refer to herein as “Insider Shares”, to its initial shareholders, including the Sponsor, for an aggregate purchase price of $25,000, or approximately $0.022 per share. Simultaneous with the closing of the IPO, Ace consummated a private placement with the Sponsor of 304,000 units (the “Private Units”) at a price of $10.00 per Private Unit. The following table sets forth information regarding Ace’s directors and officers and the Sponsor’s beneficial interests in Ace’s securities as at September 30, 2023:

On March 28, 2022, July 6, 2022, September 28, 2022, January 5, 2023, March 24, 2023, June 13, 2023, July 13, 2023, August 15, 2023, September 26, 2023, November 2, 2023 and November 14, 2023, Ace issued Notes in the aggregate principal amount of $455,400, $455,400, $455,400, $350,332, $350,332, $116,777, $116,777, $116,777, $98,859, $98,859 and $98,859 respectively to the Sponsor in exchange for the Sponsor depositing such amounts into Ace’s trust account in order to extend the amount of time it has available to complete a business combination. The Notes do not bear interest and mature upon the closing of a business combination by Ace. In addition, the Notes may be converted by the holder into ACBA Units at a price of $10.00 per unit by providing Ace with written notice of its intention to convert the Notes at least one business day prior to the closing of the Business Combination. If the proposed Business Combination is not completed by January 8, 2024 (or up to April 8, 2024, if the time period is extended, as described herein), the Notes shall be deemed to be terminated and no amounts will thereafter be due, or if the Notes have been converted, the ACBA Units will be worthless. Such Units would have had an aggregate market value of approximately $3,267,379 based on the closing price of ACBA Units of $12.04 on Nasdaq as of September 30, 2023;

If Ace does not consummate the Business Combination by January 8, 2024 (or up to April 8, 2024, if the time period is extended, as described herein), Ace will be required to dissolve and liquidate and the securities held by our initial shareholders, including the Sponsor, will be worthless because the initial shareholders have agreed to waive their rights to any liquidation distributions. In connection with the Business Combination, the 1,933,191 ACBA Ordinary Shares held by Ace’s directors and the Sponsor (including the ACBA Ordinary Shares underlying the ACBA Units) will automatically convert into 1,933,191 PubCo Ordinary Shares, which if unrestricted and freely tradable, would have had an aggregate market value of approximately $[*] million, based upon the closing price of $[*] per share on Nasdaq on [*], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. In connection with the Business Combination, the 304,000 ACBA Warrants held by the Sponsor will automatically convert into 304,000 PubCo Warrants, which if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.01 million, based upon the closing price of $0.04 per share on Nasdaq on September 30, 2023, the most recent practicable date prior to the date of this proxy statement/prospectus. As a result of the interests of the Sponsor and Ace’s directors and officers in Ace’s securities, the Sponsor and Ace’s directors and officers have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect Ace’s initial business combination.

Moreover, prior to the IPO, Ace issued an aggregate 1,150,000 ACBA Ordinary Shares to the initial shareholders (including the Sponsor and Ace’s directors and officers) for an aggregate purchase price of $25,000, or approximately $0.022 per share. As a result, Sponsor and Ace’s directors and officers will have rates of return on their respective investments which differ from the rate of return of Ace’s shareholders who purchased ACBA Ordinary Shares at various other prices, including ACBA Ordinary Shares included in ACBA Units that were sold at $10.00 per unit in Ace’s initial public offering. The closing price of ACBA Ordinary Shares on [*], 2023, the most recent practicable date prior to the date of this proxy statement/prospectus, was $[*]. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding ACBA Ordinary Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by an Ace shareholder at the time of purchase of the ACBA Ordinary Shares by such shareholder, a situation may arise in which the Sponsor or a director of Ace maintains a positive rate of return on its/his/her ACBA Ordinary Shares while such Ace shareholder experiences a negative rate of return on the shares such Ace shareholder purchased.

The exercise of Ace’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Ace shareholders’ best interests.

Save as mentioned, none of Ace’s officers and directors has or will have any interest in, or affiliation with, PubCo. For a discussion of the fiduciary or contractual obligations that such persons may have to other entities, please see “Directors, Executive Officers, Executive Compensation and Corporate Governance of Ace — Conflicts of Interest”.

Questions and Answers About the Extraordinary General Meeting for Ace’s Shareholders

Q:     What is being voted on at the Extraordinary General Meeting?

A:     Below are the Proposals that the Ace’s shareholders are being asked to vote on:

•        The Reincorporation Merger Proposal to approve the Reincorporation Merger;

•        The Acquisition Merger Proposal to approve the Acquisition Merger;

•        The Nasdaq Proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of up to an aggregate of 11,000,000 PubCo Ordinary Shares in connection with the Business Combination and related financings;

•        The Governance Proposal to approve the adoption of, on a non-binding advisory basis, certain differences in the governance provisions set forth in PubCo’s Amended and Restated Memorandum and Articles of Association;

•        The Incentive Plan Proposal to approve PubCo’s 2023 Equity Incentive Plan;

•        The NTA Requirement Amendment Proposal to expand the methods that Ace may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission;

•        The Adjournment Proposal to approve the adjournment of the Extraordinary General Meeting in the event Ace does not receive the requisite shareholder vote to approve the above Proposals.

Approval of the Reincorporation Merger Proposal and the Acquisition Merger Proposal will each require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. The approval of the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Ace will not consummate the Business Combination. Approval of each of the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal will each require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Should all shareholders attend the Extraordinary General Meeting, approval would require in excess of 50% of all issued and outstanding ACBA Ordinary Shares. Should only a quorum of shareholders attend the Extraordinary General Meeting, approval by the affirmative vote in excess of 50% of those attending the meeting may be achieved effectively with the approval of 25% of all issued and outstanding ACBA Ordinary Shares. As of the record date, 1,454,000 shares held by the initial shareholders, or approximately 42.38% of the outstanding ACBA Ordinary Shares, would be voted in favor of each of the Proposals.

Q:     When and where is the Extraordinary General Meeting?

A:     The Extraordinary General Meeting will take place on [•], 2023, at [•] a.m., [Hong Kong] Time. Ace will be holding its Extraordinary General Meeting as a teleconference using the following dial-in information:

US Toll Free

International Toll

Participant Passcode

Q:     Who may vote at the Extraordinary General Meeting?

A:     Only holders of record of ACBA Ordinary Shares as of the close of business on [•], 2023 (the record date) may vote at the Extraordinary General Meeting. As of September 30, 2023, there were 3,431,179 ACBA Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Extraordinary General Meeting?

A:     ACBA shareholders representing at least fifty percent of the shares issued and outstanding as of the record date and entitled to vote at the Extraordinary General Meeting must be present in person or represented by proxy in order to hold the Extraordinary General Meeting and conduct business. This is called a quorum. ACBA Ordinary Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum, the Extraordinary General Meeting will be adjourned to the next business day at the same time and place or to such other time and place as the directors may determine.

Q:     What vote is required to approve the Proposals?

A:     Approval of the Reincorporation Merger Proposal and the Acquisition Merger Proposal will each require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. The approval of the Reincorporation Merger Proposal and the Acquisition Merger Proposal are dependent upon each other. It is important for you to note that in the event that either of the Reincorporation Merger Proposal or the Acquisition Merger Proposal is not approved, then Ace will not consummate the Business Combination. Approval of each of the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal will each require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. Should all Ace shareholders attend

the Extraordinary General Meeting, approval would require in excess of 50% of all issued and outstanding ACBA Ordinary Shares. Should only a quorum of Ace shareholders attend the Extraordinary General Meeting, approval by the affirmative vote in excess of 50% of those attending the meeting may be achieved effectively with the approval in excess of 25% of all issued and outstanding ACBA Ordinary Shares. As of the record date, 1,454,000 shares held by the initial shareholders, or approximately 42.38% of the outstanding ACBA Ordinary Shares, would be voted in favor of each of the Proposals. Therefore, should all Ace shareholders attend the Extraordinary General Meeting, we would need only an excess of 7.62% of the issued and outstanding ACBA Ordinary Shares owned by Ace’s public shareholders to be voted in favor of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus in order to have it approved.

Should only a quorum of Ace shareholders attend the Extraordinary General Meeting, we would need only the shares held by the initial shareholders in order to approve the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus since the initial shareholders owns approximately 42.38% of the outstanding ACBA Ordinary Shares, which is in excess of 25% of all issued and outstanding ACBA Ordinary Shares. Attending the Extraordinary General Meeting either in person or by proxy and abstaining from voting will have the same effect as voting “AGAINST” the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote, your shares will have no effect on any of the Proposals.

Q:     Why did Ace add the NTA Requirement Amendment Proposal?

A:     The NTA Requirement Amendment Proposal seeks to amend and restate the Ace third amended and restated memorandum and articles of association to expand the methods that Ace may employ to not become subject to the “penny stock” rules of the Securities and Exchange Commission. As disclosed in Ace’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, Ace may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including (1) the company has net tangible assets of at least $5,000,001 (the “NTA Rule”) or (2) the company is listed on the Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Historically, SPACs have relied upon the NTA Rule to avoid being deemed a penny stock issuer. Ace is proposing to amend and restate its charter to remove the NTA Requirement in order to expand its options to be excluded from the “penny stock” rules by relying upon either the NTA Rule or the Exchange Rule. Ace is asking its stockholders to vote on the NTA Requirement Amendment Proposal now, because based on the pro forma financial statements of PubCo, PubCo may not be able to satisfy the NTA Rule. Therefore, Ace intends to rely on the Exchange Rule to not be deemed a penny stock issuer.

Q:     How will the initial shareholders vote?

A:     Ace’s initial shareholders, who as of the record date, own 1,454,000 ACBA Ordinary Shares, or approximately 42.38% of the issued and outstanding ACBA Ordinary Shares, have agreed, pursuant to a letter agreement dated April 5, 2021, to vote their respective shares (whether acquired by them prior to the IPO or in the open market in or after the IPO) in favor of the Reincorporation Merger Proposal and the Acquisition Merger Proposal, and intend to vote for the Nasdaq Proposal, the Governance Proposal, the Incentive Plan Proposal, the NTA Requirement Amendment Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those latter proposals.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as an Ace shareholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Extraordinary General Meeting to vote my shares?

A:     No. You are invited to attend the Extraordinary General Meeting to vote on the Proposals described in this proxy statement/prospectus; however, you do not need to attend the Extraordinary General Meeting to vote your ACBA Ordinary Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Ace encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Reincorporation Merger and the Acquisition Merger Proposal in order to have my ACBA Ordinary Shares redeemed?

A:      No. You are not required to vote against the Reincorporation Merger Proposal and the Acquisition Merger Proposal in order to have the right to demand that Ace redeem your ACBA Ordinary Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Company’s trust account (including interest earned on your pro rata portion of the Company’s trust account, net of taxes payable) before payment of deferred underwriting commissions. You will be entitled to redeem your ACBA Ordinary Shares for cash in connection with this vote whether or not you vote or abstain to vote on the Reincorporation Merger Proposal or the Acquisition Merger Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Company’s trust account in connection with the Business Combination. These redemption rights in respect of the ACBA Ordinary Shares are sometimes referred to herein as “redemption rights”. If the Business Combination is not completed, holders of ACBA Ordinary Shares electing to exercise their redemption rights will not be entitled to receive such payments and their ACBA Ordinary Shares will be returned to them. According to the underwriting agreement in relation to Ace’s IPO, 4% of the gross proceeds from the sale of the ACBA Units to the underwriters in the IPO, or approximately $1,600,000, have been deposited in and held in the Company’s trust account. Payment of such deferred underwriting commissions to the underwriters is conditional upon successful consummation of a business combination by Ace.

Q:     How do ACBA shareholders exercise their redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on [•], 2023 (two business days before the Extraordinary General Meeting), that Ace redeem your shares for cash, and (ii) submit your request in writing to Ace’s transfer agent, at the address listed at the end of this section and deliver your shares to Ace’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal at Custodian) system) at least two business days prior to the vote at the Extraordinary General Meeting.

Any corrected or changed written demand of redemption rights must be received by Ace’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of ACBA Ordinary Shares as of the record date. Any public shareholder who holds ACBA Ordinary Shares on or before [•], 2023 (two business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Company’s trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

An Ace shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the ACBA Ordinary Shares it holds will not be entitled to have its ACBA Ordinary Shares redeemed.

Q:     How can I vote?

A:     If you were a holder of record of ACBA Ordinary Shares on [•], 2023, the record date for the Extraordinary General Meeting, you may vote with respect to the Proposals in person at the Extraordinary General Meeting, or by submitting a proxy by mail so that it is received prior to [10:00 a.m. Hong Kong] Time on [•], 2023, in

accordance with the instructions provided to you under “The Extraordinary General Meeting”. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:     How do the Public Warrants differ from the Private Warrants, and what are the related risks for any holder of Public Warrants post-Business Combination?

A:     Ace’s private warrants (the “Private Warrants”) (including the ACBA Ordinary Shares issuable upon exercise of the Private Warrants) are not transferable, assignable or saleable until 30 days after the completion of the Business Combination (except, among other limited exceptions, to Ace’s officers and directors and other persons or entities affiliated with the Sponsor), and they will not be redeemable (except as described in the section entitled “Description of Ace’s Securities — Warrants”) so long as they are held by the initial purchasers or the permitted transferee. The initial purchasers, or their permitted transferees, have the option to exercise the Private Warrants on a cashless basis (even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective). However, once any of the foregoing warrants are transferred from the initial purchasers or their permitted transferees, these arrangements will no longer apply.

Otherwise, the terms and provisions of the Private Warrants are identical to those of Ace’s public warrants (the “Public Warrants”), including as to exercise price, exercisability and exercise period. If the Private Warrants are held by holders other than the initial purchasers, or their permitted transferees, the Private Warrants will be redeemable by Ace (or PubCo after the consummation of the Business Combination) in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.

Upon the consummation of the Business Combination, each Ace Warrant outstanding immediately prior will cease to be a warrant with respect to ACBA Ordinary Shares and be converted into a PubCo Warrant entitling the holder thereof to purchase such number of PubCo Ordinary Shares on a one-on-one basis. Each PubCo Warrant will otherwise continue to have and be subject to substantially the same terms and conditions as were applicable to such Ace Warrant immediately prior to the consummation of the Business Combination (including any repurchase rights and cashless exercise provisions).

Following the Business Combination, PubCo may redeem the PubCo Warrants at a time where it is disadvantageous to the holders of such PubCo Warrants, thereby making such warrants worthless. More specifically, PubCo will have the ability to redeem the issued and outstanding PubCo Warrants (excluding the private warrants) at any time after the PubCo Warrants become exercisable and prior to their expiration, at a price of $0.01 per PubCo Warrant, provided that the last reported sales price of PubCo Ordinary Shares equals or exceeds $18.00 per share (as adjusted for share splits, share capitalization, rights, issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period ending on the third business day prior to the notice of redemption to warrant holders and provided that certain other conditions are met. Recent trading prices of ACBA Ordinary Shares have not exceeded this $18.00 redemption threshold. In the event PubCo elects to redeem all of the PubCo Warrants that are subject to redemption, PubCo shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by PubCo not less than 30 days prior to the date fixed for redemption to the holders of the PubCo Warrants to be redeemed at their last addresses as they shall appear on the warrant register. Any notice mailed in such manner shall be conclusively presumed to have been duly given, whether or not the holder of the PubCo Warrants received such notice. Holders of the PubCo Warrants may exercise the PubCo Warrants at any time after the notice of redemption is given by PubCo pursuant to the foregoing and prior to the Redemption Date provided PubCo may require the holder of the PubCo Warrants to elect to exercise the PubCo Warrants on a cashless basis if PubCo so requires. On and after the Redemption Date, the holders of the PubCo Warrants shall have no further rights except to receive, upon surrender of the PubCo Warrants, the redemption price for such PubCo Warrants surrendered. For further information on the PubCo Warrants, please see the section entitled “Description of PubCo’s Securities — PubCo Warrants”.

Redemption of the issued and outstanding PubCo Warrants could force holders of the PubCo Warrants to (a) exercise PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for such holders to do so, (b) sell PubCo Warrants at the then-current market price when they might otherwise wish to hold their PubCo Warrants or (c) accept the nominal redemption price which, at the time the outstanding PubCo Warrants are called for redemption, is likely to be substantially less than the market value of the PubCo Warrants.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under Nasdaq rules, your broker, bank or nominee cannot vote your ACBA Ordinary Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Ace believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your ACBA Ordinary Shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your ACBA Ordinary Shares; this indication that a bank, broker or nominee is not voting your ACBA Ordinary Shares is referred to as a “broker non-vote”. Your bank, broker or other nominee can vote your ACBA Ordinary Shares only if you provide instructions on how to vote. You should instruct your broker to vote your ACBA Ordinary Shares in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Ace will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting of Ace’s shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     May I seek statutory dissenter rights with respect to my ACBA shares?

A:     Yes. Dissenter rights are available to holders of ACBA Ordinary Shares in connection with the Reincorporation Merger. Upon a holder of ACBA Ordinary Shares validly exercising its entitlement under Section 179 of the BVI BC Act, such Dissenting Shareholder ceases to have any rights (including the redemption rights) of a shareholder of Ace except the right to be paid the fair value of its ACBA Ordinary Shares.

In accordance with Section 179 of the BVI BC Act, a holder of ACBA Ordinary Shares is entitled to payment of the fair value of all of its shares upon validly dissenting from the Reincorporation Merger. Holders of ACBA Ordinary Shares may only dissent in respect of all shares that they hold in Ace. A holder of ACBA Ordinary Shares who desires to exercise their entitlement to payment of the fair value of all of its shares is required to give to Ace written objection to the Reincorporation Merger before the Extraordinary General Meeting or before the vote on the Reincorporation Merger Proposal at the Extraordinary General Meeting.

Within 20 days immediately following the date on which the approval of Ace’s shareholders is obtained at the Extraordinary General Meeting (or any adjourned meeting), Ace shall give written notice of the approval to each Ace shareholder who gave a valid written objection to the Reincorporation Merger, except for those Ace shareholders who after giving the written objection, subsequently voted to approve the Reincorporation Merger Proposal at the Extraordinary General Meeting (or any adjourned meeting). Any such holder of ACBA Ordinary Shares who elects to dissent is required, within 20 days immediately following the date on which the notice of approval by Ace referred to above is given, to give Ace a written notice of its decision to elect to dissent, stating: (a) its name and address; (b) the number of ACBA Ordinary Shares in respect of which it dissents; and (c) a demand for payment of the fair value of its shares. On the closing date, a Dissenting Shareholder shall have its ACBA Ordinary Shares automatically cancelled in exchange for the right to receive payment resulting from the procedure in Section 179 of the BVI BC Act and such Dissenting Shareholder shall not be entitled to receive PubCo Ordinary Shares pursuant to the Reincorporation Merger.

An Ace shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the ACBA Ordinary Shares it holds following the procedures set forth above will not be entitled to have its ACBA Ordinary Shares redeemed. If an Ace shareholder has elected to have

Q:     What is the potential impact of redemptions on the per share value of the shares owned by non-redeeming shareholders?

A:     The following table demonstrates the pro forma book value of shares, as of September 30, 2023, based on a range of redemption scenarios, including minimum, maximum and interim redemption levels:

____________

#        excludes both public and private warrants

The table above excludes 304,000 ordinary shares underlying the private warrants which are exercisable at U.S.$11.50 per share. As these warrants are deemed anti-dilutive, they are excluded from the calculation of pro forma book value of shares.

Q:     What would happen if Public Stockholders who redeem their ACBA Ordinary Shares, assuming maximum redemption, continue to hold any ACBA Public Warrants that they own?

A:     Public Stockholders who redeem their ACBA Ordinary Shares may continue to hold any ACBA Public Warrants that they owned prior to redemption, which results in additional dilution to non-redeeming holders upon exercise of such PubCo Public Warrants, following the assumption of the ACBA Public Warrants by PubCo in connection with the Closing. Assuming the maximum redemption of the shares of ACBA Ordinary Shares held by the redeeming Public Stockholders, the ACBA Public Warrants retained by the redeeming Public Stockholders would have an aggregate market value of $[*], based on the market price of $[*] per ACBA Public Warrant as of [*], 2023. As a result, the redeeming Public Stockholders would recoup their entire investment and continue to hold ACBA Public Warrants with an aggregate market value of $[*], while non-redeeming Public Stockholders would suffer additional dilution in their percentage ownership and voting interest of PubCo upon exercise of the PubCo Public Warrants held by redeeming Public Stockholders.

Q:     Are LEW’s shareholders required to approve the Acquisition Merger?

A:     Yes. LEW’s shareholders’ approval of the Acquisition Merger and Merger Agreement (including the relevant plan of merger) is required to consummate the Business Combination. In the event that the Acquisition Merger and the Merger Agreement (including the relevant plan of merger) fail to be authorized or approved by LEW’s shareholders, the Merger Agreement can be terminated by either Ace or LEW. LEW’s shareholders are not required to approve the Reincorporation Merger Proposal.

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Ace, LEW, Merger Sub and the Purchaser to consummate the Business Combination are subject to conditions, as more fully described in “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” in this proxy statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Extraordinary General Meeting in person and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your ACBA Ordinary Shares through a bank, brokerage

firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: ksmith@advantageproxy.com

Q:     Should I send in my share certificates now?

A:     Yes. Ace’s shareholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Extraordinary General Meeting. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its ACBA Ordinary Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the ACBA Ordinary Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether ACBA would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the ACBA Ordinary Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the ACBA Ordinary Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the ACBA Ordinary Shares redeemed exceeds one year.

Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. For a more detailed discussion of certain U.S. federal income tax consequences of the Business Combination, see “Material U.S. Federal Income Tax Consequences” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Business Combination.

Q:     Will holders of ACBA Ordinary Shares or ACBA Warrants be subjected to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Reincorporation Merger?

A:     As discussed more fully under “Material U.S. Federal Income Tax Consequences of the Business Combination”, the Reincorporation Merger should qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. However, the provisions of the Code that govern reorganizations are complex, and due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a merger of a corporation holding only investment-type assets such as Ace, the qualification of the Reincorporation Merger as an “reorganization” within the meaning of Section 368(a)(1)(F) of the Code is not entirely clear. If the Reincorporation Merger so qualifies, then a U.S. Holder (as defined below) will be subject to Section 367(b) of the Code and, as a result:

•        a U.S. Holder whose ACBA Ordinary Shares have a fair market value of less than $50,000 on the date of the Reincorporation Merger and who on the date of the Reincorporation Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of Ace stock entitled to vote and less than 10% of the total value of all classes of Ace stock will generally not recognize any gain or loss and will generally not be required to include any part of Ace’s earnings in income pursuant to the Reincorporation Merger;

•        a U.S. Holder whose ACBA Ordinary Shares have a fair market value of $50,000 or more on the date of the Reincorporation Merger, but who on the date of the Reincorporation Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of Ace stock entitled to vote and less than 10% of the total value of all classes of Ace stock will generally recognize gain (but not loss)

DELIVERY OF DOCUMENTS TO ace’s shareholders

Pursuant to the rules of the SEC, Ace and vendors that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of this proxy statement/prospectus, unless Ace has received contrary instructions from one or more of such shareholders. Upon written or oral request, Ace will deliver a separate copy of this proxy statement/prospectus to any shareholder at a shared address to which a single copy of this proxy statement/prospectus was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that Ace deliver single copies of this proxy statement/prospectus in the future. Shareholders may notify Ace of their requests by contacting Advantage Proxy as follows:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: ksmith@advantageproxy.com

relative percentages assume that (i) none of Ace’s existing public shareholders exercise their redemption rights or dissenter rights, each as further discussed herein; (ii) there is no exercise of PubCo Warrants prior to the consummation of the Business Combination; (iii) there is issuance of 2,000,000 PIPE Shares; (iv) the Notes (defined below) have been converted into ACBA Ordinary Shares at the price of $10.00 per share immediately before the closing of the Business Combination; (v) none of the initial shareholders or LEW shareholders purchase ACBA Ordinary Shares in the open market, and (vi) that there are no other issuances of equity by Ace prior to or in connection with the consummation of the Business Combination. If any of Ace’s existing public shareholders exercise their redemption rights or dissenter rights, the anticipated percentage ownership of Ace’s existing shareholders will be reduced. Furthermore, if any of the other assumptions are not accurate as of the closing of the Business Combination the anticipated percentage ownership of Ace’s existing shareholders will be modified. You should read “Summary of the Proxy Statement/Prospectus — The Business Combination and the Merger Agreement” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

The Acquisition Merger

Subject to the satisfaction or waiver of the terms and conditions set forth in the Merger Agreement, immediately after the Reincorporation Merger, Merger Sub, currently the wholly owned subsidiary of Purchaser, will merge with and into LEW, resulting in LEW being the wholly owned subsidiary of PubCo. Upon the closing of the Acquisition Merger, each PubCo Ordinary Share shall be entitled to one vote on all matters subject to vote at general and special meetings of the post-Business Combination company.

The aggregate consideration for the Acquisition Merger is $110,000,000, payable in the form of 11,000,000 newly issued PubCo Ordinary Shares valued at $10.00 per share. At the closing of the Business Combination, the former Ace security holders will receive the consideration specified in the above section of Reincorporation Merger and the former LEW shareholders will receive an aggregate of 11,000,000 shares of PubCo Ordinary Shares, among which 550,000 PubCo Ordinary Shares are to be issued and held back by PubCo to satisfy any indemnification obligations incurred under the Merger Agreement.

RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial conditioning and results of operations of PubCo, and could adversely affect the trading price of PubCo’s securities following the business combination.

Risks Relating to LEW’s Business and Industry

Unless the context otherwise requires, all references in this subsection to “we”, “us” or “our” refer to the business and operations of LEW and its subsidiaries prior to the consummation of the Business Combination, which will be the business of PubCo and its subsidiaries following the consummation of the Business Combination.

LEW may incur losses in the future.

We anticipate that after the Business Combination, LEW’s operating expenses, together with the increased general administrative expenses of a public company, will increase in the foreseeable future as we seek to maintain and continue to grow LEW’s business, attract potential customers and further enhance our service offering. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future.

If LEW fails to retain existing customers, derive revenue from existing customers consistent with historical performance or acquire new customers cost-effectively, its business could be adversely affected.

Our ability to increase revenues depends in part on our ability to retain and keep existing customers engaged so that they continue to purchase products and/or services from us, and to acquire new customers cost-effectively. We intend to continue to expand our number of customers as part of our growth strategy. If we fail to retain existing customers and to attract and retain new customers, our business, financial condition and results of our operations could be adversely affected. Further, if customers do not perceive our product and service offerings to be of sufficient value, quality, or innovation, or if we fail to offer innovative and relevant product offerings, we may not be able to attract or retain customers or engage existing customers so that they continue to purchase our products and/or services or increase the amount of products and/or services purchased from us. We may lose current customers to competitors if they offer superior products and/or services or if we are unable to satisfy its customers’ orders in a timely manner.

There is no assurance that LEW’s future expansion and other growth plans will be successful.

As part of our future plans, we intend to expand to new markets. Currently, we are planning to expand our business to Southeast Asia including countries such as Singapore and China. We recently established a wholly owned subsidiary in the PRC which has no material operations at the moment but will facilitate the selling of products to horticultural farms based in the PRC. We are also expanding into smart greenhouse farming through the provision of integrated services, encompassing advisory, design, and engineering of data-centric Controlled Environment Agriculture (“CEA”) ecosystems. We may further expand LEW’s range of services organically, or inorganically through licensing, joint ventures, acquisitions and/or strategic alliances. As such, we may be subject to risks related to the expansion of LEW such as, among others:

•        the availability of sufficient funds;

•        difficulties arising from operating a significantly larger and more complex organization;

•        difficulties in entering into new businesses for which we may not be as or at all familiar;

•        difficulties in integrating the assets and the business operations of the subsidiaries and strategic alliances cohesively;

•        failure to realize expected profitability or growth;

•        failure to realize expected synergies and cost savings; and

•        unforeseen legal, regulatory, contractual, labor or other issues, whether in Singapore, Hong Kong, China or elsewhere.

We may also enter into new geographic markets, depending on the demand for our services as well as opportunities for growth. Overseas expansion involves numerous risks, including but not limited to legal and regulatory risks and financial costs. We cannot assure you that our operations in new geographic markets will be profitable. In addition to the above, geographic expansion will require substantial management dedication and efforts which may require significant additional expenditures. The successful implementation of our growth strategies depends on a variety of factors including our ability to hire and retain key management personnel, negotiate attractive terms for such acquisitions or expansions that may command high valuations, and obtain sufficient financing for our capital expenditures. There is no assurance that we will be able to obtain the required financing or that we will continue to have sufficient cash flow to fund LEW’s expansion. The above-mentioned challenges associated with LEW’s growth plans may place increased demands on our management and on our operational systems and other resources and could also increase our exposure to unanticipated risks and liabilities.

In particular, we are expanding our business to China with a plan to sell our lighting products and greenhouse farming services in the Chinese market. We recently established a wholly owned subsidiary in the PRC. While we believe the Chinese market presents great opportunities, China is one of the biggest users of greenhouse agriculture in the world, and entering the greenhouse farming market in China means we will have to compete with a number of existing greenhouse farming solutions providers. Such competitors may have more financial, technical, marketing and other resources than we do and may be more experienced and able to devote greater resources to the development, promotion and support of their business. Some competitors are well-established in China and any defensive measures they take in response to our expansion could hinder our growth and adversely affect our sales and results of operations. Moreover, our operations in China subject us to the complex Chinese laws and regulations, including those related to foreign trade, product quality, product liability, etc. There is no assurance that we will be able to comply with all such laws and regulations and enter the Chinese market successfully. For further discussion about the risks relating to doing business in China, see “Risk Factors — Risks Relating to Doing Business in China or Hong Kong.”

A major part of our growth plan revolves around the development of data-driven systems in CEA, aiming to encompass an ecosystem of offerings starting with the greenhouse farming space. For example, we intend to introduce smart sensors with data monitoring and analysis capabilities into the CEA system. However, there can be no assurance that we will be successful in developing and marketing such new Internet of Things (IoT) products that respond to technological changes or evolving industry standards. If we are unable, for technological or other reasons, to develop and introduce new IoT products in CEA cost-effectively, in a timely manner and in response to changing market conditions or customer requirements, our business, results of operations, and financial condition may be adversely affected. Developing or implementing new or updated IoT products and services may take longer and cost more than expected. We may rely on a combination of internal development, strategic relationships, licensing and acquisitions to develop our IoT products and services. The cost of such developing is inherently difficult to estimate. Our development and implementation of proposed IoT products and services may take longer than originally expected, require more testing than originally anticipated and require the acquisition of additional personnel and other resources. If we are unable to develop new or updated IoT products and services in CEA cost-effectively on a timely basis and implement them without significant disruptions to our existing CEA systems and processes of our customers, we may lose potential sales and harm our relationships with current or potential customers.

As such, there is no assurance that LEW will be successful in implementing its future plans or that we will be able to realize the profits, growth, or synergies expected from LEW’s expansion. In the event that LEW is unable to effectively or successfully execute our expansion strategies, PubCo’s business, financial condition, results of operations and prospects may be materially and adversely affected.

LEW is exposed to legal or other proceedings or to other disputes or claims.

In the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration. These legal procedures are time-consuming, and the settlement of a contract dispute may require additional financial and other resources. Failure to secure adequate payments in time or to manage past due receivables effectively could have a material and adverse effect on our business, financial condition, results of operations and prospects. Further, disputes and claims may arise, from time to time, between us and our customers, suppliers or sub-contractors for various reasons such as delays, unsatisfactory service delivery and alleged breaches of service contracts.

To date, we have not been the subject of workplace safety and/or negligence claims from employees, customers and/or members of the public, but there is a risk that such claims may be made against us in the future. These disputes, if remain unresolved or worsen, may eventually result in legal or other proceedings and therefore cause disruptions and delays to our operations, in addition to the extra costs that may be incurred in their settlement or other resolution. Our resources may also be diverted to defend the claims, thereby adversely affecting our business, financial condition, results of operations and prospects. In the event that we are unable to resolve the aforementioned disputes or claims satisfactorily in a timely manner or at all, our business, financial condition and results of operation may be materially and adversely affected. Please refer to the section titled “Legal Proceedings” of this proxy statement/prospectus for further details.

LEW’s insurance coverage may not cover all its damages and losses.

We maintain insurance policies to provide insurance coverage of our business operations. We expect to renew our insurance policies, such as our insurance policy for work injury compensation on an annual basis and there is no assurance that we will be able to renew all of our policies or obtain new policies on similar terms. The nature of our business operations entails inherent risks such as risk of fire, theft and property loss at the worksites. Also, LEW does not have key man insurance to cover the loss of key personnel. While we believe that we have sufficient insurance coverage for our business operations in line with industry standards and business practices in Hong Kong and although we may be able to increase our insurance coverage when required, there is no assurance that our existing or future insurance coverage will be sufficient to indemnify us against all potential losses.

After the consummation of the Business Combination, as a public company, we expect the laws, rules and regulations governing U.S. public companies will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In the event that our existing insurance coverage is insufficient to indemnify us against all or any losses, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Fluctuations in the value of currencies may lead to an increase in LEW’s operating costs.

Our revenues are denominated in U.S. dollars while certain expenses are denominated in Hong Kong dollars/other currencies. As a result, there are certain mismatches between our revenues in U.S. dollars and costs denominated in Hong Kong dollars/other currencies. In addition, some of our suppliers are based in China and their operating costs are denominated in Renminbi/other currencies. If the Renminbi/other currencies appreciates relative to the U.S. dollar, the cost of our products will become more expensive in U.S. dollar terms, the currency in which we price our products and services. We have no hedges against currency risk. Consequently, any increase in the value of the Renminbi/other currencies against the U.S. dollar may reduce our margins, reduce our competitiveness against companies who source their products from suppliers with costs denominated in U.S. dollars or other currencies or render us unable to meet our costs.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Under the current policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Following the removal of the U.S. dollar peg, the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. During the period between July 2008 and June 2010, the Renminbi has traded stably within a narrow range against the U.S. dollar. Since June 2010, the Renminbi has started to slowly appreciate further against the U.S. dollar.

There remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against foreign currencies. Any significant fluctuations in the exchange rate between the Renminbi and the U.S. dollar may materially and adversely affect our cash flows, revenues, earnings and financial position and the amount of and any dividends PubCo may pay on its shares in U.S. dollars. Any fluctuations in the exchange rate between the Renminbi and the U.S. dollar could also result in foreign currency translation losses for financial reporting purposes.

LEW operates in multiple jurisdictions, which exposes it to the effects of fluctuations in currency exchange rates. It earns revenue denominated in U.S. Dollars, among other currencies. Fluctuations in foreign currency exchange rates will affect its financial results, which it reports in U.S. Dollars. LEW has not chosen but may in the future choose

to enter into hedging arrangements to manage foreign currency translation, but such activity may not completely eliminate fluctuations in its operating results due to currency exchange rate changes. Hedging arrangements are inherently risky and could expose it to additional risks that could adversely affect its business, financial condition, results of operations and prospects.

LEW cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on its results of operations in future periods. Furthermore, the substantial majority of its revenue is denominated in emerging markets currencies. Because fluctuations in the value of emerging markets currencies are not necessarily correlated, there can be no assurance that its results of operations will not be adversely affected by such volatility.

LEW is dependent on its ability to retain existing senior management personnel and to attract new qualified management personnel.

Our continued success is highly dependent on our ability to retain our senior management personnel, who are responsible for key aspects of our business, including but not limited to maintaining customer relationships, developing new business opportunities, finance and project management. Our CEO has approximately 20 years of LED lighting technology and interactive design experience, and his knowledge, skills and extensive experience in our industry, business relationships with our customers, and ability to manage existing and develop new customer relationships have been important to the growth of LEW. If any of our key management personnel cease to be involved with LEW in the future and we are unable to find suitable replacements in a timely manner, this may cause disruptions to our business operations and our business, financial condition, results of operations and prospects may be adversely affected.

The success and growth of LEW also depend on our ability to identify, hire, train and retain suitable, skilled and qualified key management personnel. If we are unable to hire and retain employees from different sectors apart from the facilities management industry, such as hires with technology, finance, human resources and business development capabilities, our ability to build up our key management personnel team may be limited to a certain extent.

Any adverse material changes to the markets in which LEW operates (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on LEW’s business, results of operations and financial condition.

During the fiscal year ended September 30, 2022, substantially all of LEW’s revenue was derived from the European Union. Any adverse circumstances affecting this market, such as an economic recession, epidemic outbreak or natural disaster or other adverse incidents, may adversely affect our business, financial condition, results of operations and prospects. Any downturn in the industry which we operate in resulting in the postponement, delay or cancellation of contracts and delay in recovery of receivables is likely to have an adverse impact on our business and profitability. Uncertain global economic conditions have had and may continue to have an adverse impact on our business in the form of lower net sales due to weakened demand, unfavorable changes in product price/mix, or lower profit margins. In addition, the effect of inflation often results in reduced spending.

During economic downturns or recessions, there can be a heightened competition for sales and increased pressure to reduce selling prices as our customers may reduce their demand for our services. If we lose significant sales volume or reduce selling prices significantly, then there could be a negative impact on our combined financial condition or results of operations, profitability and cash flows. Reduced availability of credit may also adversely affect the ability of some of our customers and suppliers to obtain funds for operations and capital expenditures. This could negatively impact our ability to obtain necessary supplies as well as our sales of equipment to affected customers. This could additionally result in reduced or delayed collections of outstanding accounts receivable.

COVID-19 has impacted the global economy resulting in significant economic contraction and high unemployment rates during 2020 and continuing into 2023. The general economic downturn may affect the ability of our counterparties to perform their obligations in a timely manner or at all. Government measures to alleviate the economic impact of COVID-19 or other similar pandemics such as the imposition of relief from actions for inability to perform scheduled contracts, or relief for financially distressed individuals, firms and other businesses could adversely affect our ability to enforce and require our counterparties to perform their obligations under our contracts. Our revenue and profitability may be materially impacted if COVID-19 (or any health epidemic or virus outbreak) affects or continues to affect the overall economic and market conditions in Asia for a prolonged period of time. Such an economic slowdown and/or

negative business sentiment could potentially have an adverse impact on our business and operations. We are uncertain as to when the outbreak of COVID-19 will be contained, and we also cannot predict if the impact of an outbreak will be short-lived or long-lasting or when local and global markets will be able to fully recover to pre-COVID-19 levels. If these disruptions are for a prolonged period of time, or if there are further outbreaks of infectious diseases, these may have a material adverse effect on our business, financial condition, results of operations, and prospects.

Many of the economies in Asia, including Hong Kong, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in LEW’s profitability in the future.

While many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures. As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank credit, interest rate increases, limitations on loans, or restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If prices for the products we source or if wages rise at a rate that is insufficient to compensate for the rise in these costs, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth. Hong Kong’s core inflation rose by 2.0% on a year on year (YoY) basis in December 2022 and saw a peak of 4.4% in September 2022. The pickup in core inflation was on account of larger increases in the prices of food, services and retail, and other goods. To mitigate inflationary pressures, we will be regularly reviewing our pricing structure to ensure sustainable profitability.

LEW’s subsidiaries are subject to the laws of Singapore, Hong Kong, the BVI and the PRC, which differ in certain material respects from the laws of the United States.

Our operating subsidiaries, Light Engine Pte Limited, Light Engine International Limited, NEOS Ventures Investment Limited and Shenzhen Light Engine Limited are incorporated in Singapore, Hong Kong, the BVI and the PRC, respectively. Therefore, they are required to comply with the laws of Singapore, Hong Kong and the PRC, respectively, certain of which are capable of extra-territorial application, as well as their formation documents. In particular, Singapore companies are required to comply with certain provisions of the Securities and Futures Act 2001 of Singapore (the “SFA”), which prohibit certain forms of market conduct and information disclosures, and impose criminal and civil penalties on corporations, directors and officers in respect of any breach of such provisions. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. The PRC legal system is evolving rapidly, and the interpretations of many laws, regulations and rules may contain inconsistencies and enforcement of these laws, regulations and rules involves uncertainties. See “Risk Factors — Risks Relating to Doing Business in China or Hong Kong.”

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in Singapore, the British Virgin Islands or Hong Kong, based on United States or other foreign laws, against LEW, its directors and executive officers. Therefore, you may not be able to enjoy the protection of such laws in an effective manner.

LEW is a British Virgin Islands business company with its principal executive offices located in Hong Kong. We currently conduct a substantial portion of our operations in Hong Kong and a substantial amount of our assets are located in Hong Kong. Moreover, a majority of our executive officers and directors are located in or have significant ties to Hong Kong. As a result, it may be difficult or impossible for shareholders to bring an action against us or against these individuals in Hong Kong in the event that you believe that your rights have been infringed under the securities laws of the United States or otherwise.

In addition, uncertainty also exists as to whether the courts of Hong Kong would recognize or enforce judgments of U.S. courts obtained against us or our officers and/or directors predicated upon the civil liability provisions of the securities laws of the United States or any state thereof or be competent to hear original actions brought in Hong Kong against us or such persons predicated upon the securities laws of the United States or any state thereof.

LEW’s operations are substantially based in Hong Kong, a Special Administrative Region of China. It also intends to operate in China. Therefore, LEW will be subject to various risks that are specific to doing business in China.

Our operations are substantially based in Hong Kong. Although Hong Kong has its own governmental and legal system as a Special Administrative Region of China, the government of the PRC has significant oversight and discretion in relation to LEW’s business. Therefore, it is uncertain whether in the future the Hong Kong government will implement regulations and policies of the Chinese government or adopt regulations and policies of its own that are substantially the same as those of the Chinese government; and therefore, the legal and operational risks that apply to operating in China also apply to our operations in Hong Kong. The control that the Chinese government exercises over China also applies to Hong Kong; and if China extends its policies to cover Hong Kong, our ability to operate in Hong Kong may be harmed by changes in its laws and regulations. Also, on June 5, 2023, we established our wholly owned subsidiary in China. However, we do not have or intend to have any contractual arrangement to establish a variable interest entity structure with our PRC Subsidiary or any other entity in China. None of our directors, officers and employees are based in China; they are, however, based in Hong Kong, and the legal and operational risks that apply to operating in China also apply to our operations in Hong Kong.

Legal and operational risks associated with operating in China may therefore apply to LEW’s operations in Hong Kong and PRC. Given that changes in policies, regulations, rules, and the enforcement of laws of the Chinese government may be quick with little advance notice, it is uncertain in the future whether our operations in Hong Kong will be subjected to the oversight of the Chinese authorities. We cannot assure you that we will not be subject to unique risks due to uncertainty about any future actions of the Chinese government or authorities in Hong Kong in relation to business operations in China or Hong Kong, or regulatory oversight of overseas listing of companies with operations in China or Hong Kong.

On June 5, 2023, we formed Shenzhen Light Engine Limited, a new wholly owned PRC subsidiary that has no material operations at the moment but will facilitate selling of products to horticultural farms based in the PRC (the “PRC Subsidiary”). The PRC Subsidiary likely will be subject to applicable Chinese laws and regulations and our compliance with such laws and regulations likely would expose us to additional time, attention and financial costs.

LEW operates in a highly competitive industry and its failure to compete effectively could materially and adversely affect its sales and growth prospects.

The integrated greenhouse farming solutions industry is a highly competitive industry with few barriers to entry. LEW’s competitors include, but are not limited to Heliospectra AB, and Sollum Technologies. LEW’s ability to remain competitive depends on many factors, including providing creative integrated solutions, having relevant products, continued innovation, competitive pricing, a strong reputation, and access to capital to fund its operations. LEW competes in a market that is highly sensitive to the introduction of new greenhouse farming solutions, which may rapidly capture a significant share of the market. As certain solutions and products become more mainstream, with broader distribution, LEW will experience increased competition for those solutions and products. Increased competition from companies that provide competitive services through retail or e-commerce channels could have a material adverse effect on LEW’s financial condition and results of operations. Certain of its competitors may have significantly greater financial, technical and marketing resources than LEW does, and may be able to adapt to changes in consumer preferences more quickly, devote greater resources to the marketing and sale of their products, or generate greater brand recognition. In addition, its competitors may be more effective and efficient in introducing new solutions and products. Furthermore, if LEW fails to maximize the efficiency of its sale strategies, its business and results of operations could be materially and adversely affected. It may not be able to compete effectively, and any of the factors listed above may cause price reductions, reduced margins and losses of its market share.

Past growth may not be indicative of future growth.

Historically, LEW has experienced substantial sales growth through organic market share gains, expansion into new markets and acquisition of new production capacities that have increased its size, scope, and geographic footprint. Its various business strategies and initiatives, including its growth initiatives, are subject to business, economic and competitive uncertainties and contingencies, many of which are beyond its control. While it contemplates continued growth through internal expansion and acquisitions, it may not be able to:

•        expand and retain its abilities to acquire new customers, retain existing customers, and grow its share of the market;

•        expand its range of products;

•        penetrate new markets;

•        generate sufficient cash flows to support expansion plans and general operating activities;

•        obtain financing;

•        identify suitable acquisition candidates and successfully integrate acquired businesses;

•        maintain favorable supplier/manufacturer arrangements and relationships; and

•        identify and divest assets that do not continue to create value consistent with its objectives.

If LEW does not manage these potential difficulties successfully, its operating results could be adversely affected.

The COVID-19 pandemic may in the future have, a significant adverse impact on our revenue and also exposes LEW’s business to other risks.

The COVID-19 pandemic, its broad impact and measures taken to contain or mitigate the pandemic have had, and are likely to continue to have, significant negative effects on the global economy, employment levels, employee productivity, supply chains, and day-to-day business operations. Despite the pandemic’s positive impact on LEW’s sales growth during the past two years, LEW may continue to pose challenges arising from supply chain disruptions, decreased consumer demand, and economic uncertainty post-pandemic.

LEW is unable to predict whether the resurgence in infections and fatalities or emergence of new variants may cause governments to re-impose some or all prior or new restrictive measures, with their consequential impact on economies and supply chains, nor the pace of re-emergence from the COVID-19 pandemic in the global and regional economy. Any continuing effects of, or prolonged re-emergence from, the COVID-19 pandemic could have a material adverse effect on its business, financial condition and results of operations.

In addition, its ability to fund its liquidity requirements and operate its business depend on LEW’s cash flows from operations and potentially its ability to access capital markets and borrow on credit facilities. Its access to and the availability of financing on acceptable terms may be adversely impacted by the pandemic.

As a result of these and other consequences, the COVID-19 pandemic may adversely affect LEW’s business, financial condition and results of operations. The extent to which COVID-19 will impact its operations will depend on future developments, which are highly uncertain, cannot be predicted at this time, may be outside of its control, and include the magnitude, duration and severity of COVID-19 and any new variants of the virus in the future, the actions by governments taken to contain or mitigate any outbreaks and any associated economic downturn or extended slowdown in the greenhouse farming solutions markets and the availability and widespread distribution and use of effective vaccines.

In addition, a downturn in the economy, including as a result of COVID-19, could adversely impact demand for LEW’s product and service offerings. The global economies may slow dramatically as a result of a variety of factors, including turmoil in the credit and financial markets, concerns regarding the stability and viability of major financial institutions, the state of the greenhouse farming solutions markets, and volatility in worldwide stock markets. In the event of such economic downturn, the global economies could become significantly challenged in a recessionary state for an indeterminate period of time. Inflation or other changes in economic conditions that negatively affect demand for discretionary items could adversely affect LEW’s revenue. These economic conditions could cause many of LEW’s existing and potential customers to delay or reduce purchases of its products for some time, which in turn could harm its business by adversely affecting its revenues, results of operations, cash flows and financial condition. LEW cannot predict these economic conditions or the impact they would have on its customers or business.

LEW relies on a related party manufacturer to provide it with adequate supplies of products, the loss of which could cause its revenues, earnings or reputation to suffer.

LEW currently relies on Huizhou Light Engine Limited, a related party manufacturer, to supply all of the tools and products that LEW sell and/or integrates into its integrated farming solutions. See “Business of LEW — Our Core Offering — Customers and Suppliers” for a description of the material terms of the master supplier agreement that we entered into with such major supplier. If LEW is unable to obtain sufficient quantity, quality and variety of the products in a timely and low-cost manner from our manufacturers, LEW will be unable to fulfill our customers’ orders in a timely manner, which may cause LEW to lose revenues and market share or incur higher costs, as well as damage the value of its brand.

Further, the services LEW requires from its manufacturers may be disrupted by a number of factors associated with the manufacturers’ business, including the following:

•        labor disruptions;

•        delivery problems;

•        internal inefficiencies;

•        equipment failure; and

•        natural or man-made disasters.

LEW plans to expand into additional international markets, which will expose it to significant risks.

LEW is currently expanding its operations to Southeast Asia including countries such as Singapore and China, which requires significant resources and management attention and subjects it to regulatory, economic, and political risks in addition to those it already faces in its main markets of Europe and the United States. There are significant risks and costs inherent in doing business in international markets, including:

•        difficulty establishing and managing international operations and the increased costs and risks associated with operation, infrastructure and logistics and compliance costs associated with locations in different countries or regions;

•        the need to vary pricing and margins to effectively compete in international markets;

•        the need to adapt and localize products for specific countries, including obtaining rights to third-party intellectual property used in each country;

•        increased competition from local providers of similar products;

•        the need to protect and enforce intellectual property rights abroad;

•        the need to offer customer support in various languages;

•        difficulties in understanding and complying with local laws, regulations, and customs in other jurisdictions;

•        compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act (FCPA), and the U.K. Bribery Act 2010 (U.K. Bribery Act), by LEW, its employees, and its business partners;

•        complexities and other risks associated with current and future legal requirements in other countries, including legal requirements related to consumer protection, consumer product safety, and data privacy and data protection frameworks;

•        tariffs and other non-tariff barriers, such as quotas and local content rules, as well as tax consequences;

•        fluctuations in currency exchange rates and the requirements of currency control regulations, which might restrict or prohibit conversion of other currencies into U.S. dollars; and

•        the possibility that local civil unrest, political instability, or changes in diplomatic or trade relationships might disrupt its operations in one or more markets.

If LEW’s outside suppliers and manufacturers fail to supply products in sufficient quantities, at the appropriate level of quality, and in a timely fashion, its business could suffer.

LEW’s products are produced in China by a related party manufacturer. In the event LEW is to lose any significant suppliers or contract manufacturers and has trouble in finding or transitioning to alternative suppliers or manufacturers, it could result in product shortages or product back orders, which could harm its business. There can be no assurance that suppliers will be able to provide LEW’s contract manufacturers with the products in the necessary quantities and at the appropriate levels of quality that LEW requests or at a price that it is willing to pay. LEW’s timely product and services delivery, business operations and profit margin are dependent upon the ability of

its suppliers to supply products to it, in a timely and cost-efficient manner. LEW’s ability to enter new markets and sustain satisfactory levels of sales in each market depends on the ability of its suppliers and contract manufacturers to provide required levels of products and to comply with all applicable regulations. The failure of its outside suppliers or manufacturers to produce its products could materially adversely affect its business operations and profit margin. LEW believes it has dependable suppliers for all of its required products and LEW has identified alternative suppliers and manufacturers for its products. However, if its suppliers and manufacturers are unable to perform, any delay in replacing or substituting any of them could adversely affect LEW’s business.

LEW’s suppliers or government regulators may interpret new regulations in such a way as to cause a disruption in its supply chain as these parties undertake increased scrutiny of products, causing certain suppliers or it to discontinue, change or suspend the sale of certain products or components. LEW believes that it could establish alternate sources for most of these materials, any delay in locating and establishing relationships with other sources could result in product shortages and back orders for the products, with a resulting loss of net sales and profitability. These can be caused by conditions not within its control, including, but not limited to, the following:

•        weather;

•        transportation interruptions;

•        enforcement action by a government regulator against any LEW supplier;

•        strikes by supplier employees; and

•        natural disasters or other catastrophic events.

LEW has experienced significant customer concentration in the past, which may occur again in the future.

LEW may, in any given period, have only a few customers resulting in a large proportion of revenues coming from a few customers. During the nine months ended June 30, 2023, approximately 59% all of LEW’s revenue was generated from one customer. There is currently no master purchase agreement in place with the said major customer. See “Business of LEW — Our Core Offering — Customers and Suppliers.” If any such significant customer was to cease purchasing LEW’s products, LEW could suffer from the resulting loss of revenue. The nature of these large contracts with few customers may expose LEW’s revenues to potential client concentration risks. In addition, significant geographic concentration could pose a risk in the event of a geographic-specific business downturn in LEW’s areas of concentration.

LEW may regularly encounter potential conflicts of interest, and our failure to identify and address such conflicts of interest could adversely affect its business.

We face the possibility of actual, potential, or perceived conflicts of interest in the ordinary course of our business operations. Conflicts of interest may exist between (i) our different businesses; (ii) us and our clients; (iii) our clients; (iv) us and our employees; (v) our clients and our employees, (vi) us and our product suppliers or (vii) us and the Significant LEW Shareholder. As we expand the scope of our business and our client base, it is critical for us to be able to timely address potential conflicts of interest, including situations where two or more interests within our businesses naturally exist but are in competition or conflict. We have put in place internal control and risk management procedures that are designed to identify and address conflicts of interest, including a procedure for presenting potential conflicts of interest to the audit committee of our board of directors. However, appropriately identifying and managing actual, potential, or perceived conflicts of interest is complex and difficult, and our reputation and our clients’ confidence in us could be damaged if we fail, or appear to fail, to deal appropriately with one or more actual, potential, or perceived conflicts of interest. It is possible that actual, potential, or perceived conflicts of interest could also give rise to client dissatisfaction, litigation, or regulatory enforcement actions. Regulatory scrutiny of, or litigation in connection with, conflicts of interest could have a material adverse effect on our reputation, which could materially and adversely affect our business in a number of ways, including a reluctance of some potential clients and counterparties to do business with us. Any of the foregoing could materially and adversely affect our reputation, business, financial condition, and results of operations.

A conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family or close friend(s) or business associate(s)) interferes, or even appears to interfere, with the interests of our company as a whole. A conflict of interest can arise when an employee, officer or director (or a member of his or her family or a close friend(s) or business associate(s)) takes actions or has interests that may make it difficult to perform his or her

work for our company objectively and effectively. Conflicts of interest also arise when an employee, officer or director (or a member of his or her family or close friend(s) or business associate(s)) receives improper personal benefits as a result of his or her position in our company.

Directors and executive officers must seek determinations and prior authorizations or approvals of potential conflicts of interest exclusively from our audit committee. All other employees are required to approach our Chief Executive Officer or our Chief Financial Officer if they have any questions about reporting a suspected conflict of interest.

LEW’s main supplier is Huizhou Light Engine Limited, a company which is under common control with LEW and which is controlled by the Significant LEW Shareholder. See “Business of LEW — Our Core Offering — Customers and Suppliers” for a description of the material terms of the master supplier agreement that we entered into with such major supplier. The Significant LEW Shareholder also is the father of LEW’s Chief Executive Officer. This common ownership, as well as this family relationship, creates potential conflicts of interest between LEW and its main supplier in terms of potential pricing and other product terms, as well as potential conflicts of interest between LEW and the Significant LEW Shareholder.

Adverse or negative publicity could cause LEW’s business to suffer.

LEW’s business depends, in part, on the public’s perception of its integrity and the safety and quality of the products in connection with its services. Any adverse publicity could negatively affect the public’s perception about its industry, its products or services, or its reputation and could result in a significant decline in its operations. Specifically, LEW is susceptible to adverse or negative publicity regarding:

•        the greenhouse farming solutions industry;

•        skeptical customers;

•        its competitors;

•        the safety and quality of its services and/or products;

•        any recalls of its competitors’ products or service solutions;

•        regulatory investigations of its products or its competitors’ products; and

•        scandals or other adverse publicity regarding the business practices, services or products of it or its competitors.

Adverse publicity concerning any actual or purported failure of LEW to comply with applicable laws and regulations, whether or not resulting in enforcement actions or the imposition of penalties, could have an adverse effect on the goodwill of LEW and could negatively affect its ability to attract customers, which would negatively impact its ability to generate revenue.

In addition, customer perception of the safety and quality of LEW’s products and services as well as similar products and services offered by competitors can be significantly influenced by media attention, publicized scientific research or findings, widespread product liability claims and other publicity concerning its products or similar products distributed by other companies. Adverse publicity, whether or not accurate or resulting from customers’ use or misuse of LEW’s products or services, that associates them with any adverse effects, questions the benefits of its or similar products and services or claims that they are ineffective or have inaccurate instructions as to their use, could negatively impact LEW’s reputation or the market demand for its products and services.

Negative public perception may also arise from regulatory actions or investigations, regardless of whether those investigations involve LEW. It is highly dependent upon customers’ perception of the safety and quality of its products and services as well as similar products and services offered by competitors. Thus, the mere publication of reports asserting that such products or services may be harmful or adverse public reports or other media attention regarding the safety, efficacy and quality of greenhouse farming solutions in general, or of LEW’s products or services specifically, could have a material adverse effect on LEW, regardless of whether these reports are scientifically supported. Any such adverse public reports or other media attention could arise even if the adverse effects associated with such products or services resulted from customers’ failure to use them, and the content of such public reports and other media attention may be beyond LEW’s control.

Adverse publicity relating to LEW, its products or services, or its operations generally, would have a negative effect on its ability to attract, motivate and retain customers.

LEW continues to explore new strategic initiatives, but may not be able to successfully execute on, or realize the expected benefits from, the implementation of its strategic initiatives, and its pursuit of new strategic initiatives may pose significant costs and risks.

LEW’s strategic initiatives are focused on, among other things, new product acquisitions, development of new solutions and services, new market entry and expansion, and improving consumer retention. It also continually evaluates acquisition opportunities that it believes fit well within its brand portfolio and create value for its shareholders. Its future operating results are dependent, in part, on its management’s success in implementing these and other strategic initiatives, and as a result could divert management’s attention from its existing business as management focuses on developing these initiatives and related operations. Also, LEW’s short-term operating results could be unfavorably impacted by the opportunity and financial costs associated with the implementation of its strategic plans or the completion of any acquisitions, and it might not realize the benefits from such strategies. In addition, LEW may not be successful in achieving the intended objectives of its strategic initiatives (including acquisitions) in a timely manner or at all. It may choose to fund any acquisitions by way of (i) third party debt, which would subject it to additional covenant obligations and liquidity constraints, (ii) cash, which could divert working capital away from its existing business, or (iii) equity, which would result in dilution for existing shareholders, or any combination of the foregoing. There can also be no guarantee that it will be able to obtain third party debt on favorable terms, or at all.

LEW’s decision to launch new product or service offerings or to increase the prices of its products may not achieve the desired results.

The greenhouse farming solutions industry is dynamic, and the expectations and behaviors of customers shift constantly and rapidly. As part of its operating strategy, LEW has expanded, and it plans in the future to continue to expand, the number and variety of its products and services that it offers to customers. Changes or additions to its products and service offerings may not attract customers, and may reduce confidence in its existing offerings, negatively impact the quality of its brands, negatively impact its relationships with customers, expose it to increased market or legal risks, or subject it to new laws and regulations or otherwise harm its business. LEW may not successfully anticipate or keep pace with changes in the industry, and it may invest considerable financial, personnel and other resources to pursue strategies that do not ultimately prove effective such that its results of operations and financial condition may be harmed. If it is not able to raise its prices and/or generate more sales, or if it loses some customers as a result of price increases, its business, financial condition and results of operations could be adversely affected.

If LEW is not able to adequately prevent disclosure of proprietary knowledge, the value of its products could be materially diminished.

Trade secrets are difficult to protect. LEW relies on trade secrets to protect its proprietary knowledge, especially where it does not believe patent protection is appropriate or obtainable, or where such patents would be difficult to enforce, with regard to the formulas of its products, know-how, marketing data, research and development data, and other proprietary information. LEW relies in part on confidentiality agreements to protect its trade secrets and other proprietary knowledge. It cannot guarantee that it has entered into such agreements with each party that may have had access to its proprietary knowledge, or that such agreements, even if in place, will not be circumvented. These agreements may not effectively prevent disclosure of proprietary knowledge and may not provide an adequate remedy in the event of unauthorized disclosure of such information. In addition, others may independently discover its trade secrets and proprietary knowledge, in which case LEW may have no legal right to prevent them from using such trade secrets or proprietary knowledge to compete with it. Costly and time-consuming litigation could be necessary to enforce and determine the scope of LEW’s proprietary rights, and failure to obtain or maintain trade secret protection could materially adversely affect its business, financial condition and results of operations.

LEW’s operations and investments are located in Asia and are therefore exposed to various risks inherent in operating and investing in the region.

LEW’s headquarters are in Hong Kong; and most of its assets are located in Hong Kong. Emerging market countries typically are subjected to greater political, policy, legal, economic, taxation and other risks and uncertainties, including but not limited to the risk of expropriation, nationalization and commercial or governmental disputes,

inflation, interest rate and currency fluctuations and greater difficulty in enforcing or collecting payment against contracts or in having certainty that all required governmental and regulatory approvals necessary to run its business are in place and will be renewed. Asian markets are inherently non-homogenous and require diverse business models for each country in which LEW operate, which adds complexity and reduces economies of scale.

Asian markets have experienced political and social instability at various times in the past, including but not limited to acts of political uncertainties and civil unrest. There can be no assurance that similar destabilizing events will not occur in the future. Any such destabilizing events could interrupt and adversely affect the business, financial condition and results of operations of LEW.

Investors should also note that emerging markets are subject to rapid change, too. An increase in the perceived risks associated with investing in emerging economies could reduce foreign investment in the main markets, which may have a materially adverse impact on the greenhouse farming solutions market in those markets or make it more difficult for LEW to obtain debt and equity financing, which could adversely affect its financial capacity to meet its business objectives and therefore adversely affect its business, financial condition and results of operations.

In some of these markets, there might also be a heightened risk of fraud and corruption due to local business practices and customs. Fraud and corruption may have an adverse impact on LEW’s reputation if any customers, manufacturer, or supplier with whom it deals or contracts in any aspect of its business, engages in fraud, bribery or corrupt practices, particularly in order to secure government involvement in, or approvals of, permits and other licenses.

LEW may experience product recalls, withdrawals or seizures, which could materially and adversely affect its business, financial condition and results of operations.

LEW may be subject to product recalls, withdrawals or seizures if any of its offerings are believed to be defective or dangerous, or if it is alleged to have violated governmental regulations in the manufacturing, labeling, promotion, sale or integration thereof. As of the date hereof, LEW has not experienced any product recalls, withdrawals or seizures or violations of applicable governmental regulations. A significant recall, withdrawal or seizure of any of the products it manufactures or sells, either initiated by LEW or a third-party contract manufacturer, may require significant management attention, would likely result in substantial and unexpected costs and may materially and adversely affect its business, financial condition or results of operations. Furthermore, a recall, withdrawal or seizure of any of its products may adversely affect consumer confidence in its brands and thus decrease consumer demand for its products. As is common in the greenhouse farming solutions industry, LEW relies on certain contract manufacturers and suppliers to ensure that the products such manufacturers and suppliers manufacture, and supply comply with all applicable regulatory and legislative requirements. In general, it seeks representations and warranties, indemnification and/or insurance from its contract manufacturers and suppliers. However, even with adequate insurance and indemnification, any claims of non-compliance could significantly damage LEW’s reputation and consumer confidence in its products. In addition, the failure of those products to comply with applicable regulatory and legislative requirements could prevent LEW from marketing the products or require it to recall or remove such products from the market, which in certain cases could materially and adversely affect its business, financial condition and results of operations.

In North America, LEW’s products must comply with the standards of Underwriters Laboratories (“UL/cUL”) and/or the Federal Communications Commission (“FCC”). In Europe, LEW’s products must have obtained CE certifications.

Certification and compliance are important to adoption of LEW’s lighting products, and failure to obtain such certification or compliance would harm its business.

We are required to comply with certain legal requirements governing the materials used in our products. Although we are not aware of any efforts to amend existing legal requirements or implement new legal requirements in a manner with which we cannot comply, our revenue might be materially harmed if such changes were to occur. Moreover, although not legally required to do so, we strive to obtain certification for substantially all of our products. In the United States, we seek, and to date have obtained, certification for substantially all of our products from Underwriters’ Laboratories, Inc., or UL®. We design our products to be UL/cUL and Federal Communications Commission, or FCC, compliant. We had also obtained ENERGY STAR® and/or DLC qualification for energy consumption of our products as of 2023. Although we believe that our broad knowledge and experience with electrical codes and safety standards have facilitated certification approvals, we cannot be certain that we will be able to obtain any such certifications for

our new products or that, if certification standards are amended, we will be able to maintain any such certifications for our existing products, especially since virtually all existing codes and standards were not created with LED lighting products in mind. The failure to obtain such certifications or compliance would harm our business.

Natural disasters and unusually adverse weather conditions could cause permanent or temporary damage to LEW’s offices and warehouses (or those of its suppliers), impair its ability to purchase, receive or replenish inventory or cause consumer traffic to decline, all of which could result in lost sales and otherwise materially and adversely affect its results of operations.

Natural disasters or other catastrophic events may cause damage or disruption to LEW’s operations, and in some cases also to the global economy, and thus could harm its business. In the event of a major fire, hurricane, earthquake, windstorm, tornado, flood or catastrophic event such as pandemic, flood, telecommunications failure, cyber-attack, war, or terrorist attack, LEW may be unable to continue its operations, and may suffer reputational harm, breaches of data security and/or loss of critical data, all of which could harm its business, results of operations and financial condition. In addition, these events could result in increases in fuel (or other energy) prices or a fuel shortage, the temporary lack of an adequate work force in a market, the temporary or long-term disruption in the supply of products from suppliers, the delay in delivery of goods to its factories and warehouses, the temporary reduction in the availability of products in its storage, and the disruption to its sales management system. These events also could have indirect consequences, such as increases in the cost of insurance, if they were to result in significant loss of property or other insurable damage. The insurance LEW maintains may not be adequate to cover its losses resulting from disasters or other business interruptions.

LEW’s operations are further subject to power failures, the breakdown, failure or substandard performance of equipment, the improper installation or operation of equipment and the need to comply with the requirements or directives of government agencies. There can be no assurance that the occurrence of these or any other operational problems at its facilities would not have a material adverse effect on its business, financial condition and results of operations.

As LEW grows its business, the need for business continuity planning and disaster recovery plans will increase in significance. If it is unable to develop adequate plans to ensure that its business functions continue to operate during and after a disaster, and successfully execute on those plans in the event of a disaster or emergency, its business and reputation would be harmed.

If LEW does not successfully develop and maintain an effective sales management system, its business and results of operations could be materially and adversely affected.

Social commerce is rapidly evolving, and LEW must keep pace with changing consumer expectations and new developments by its competitors. LEW’s sales force utilizes computers, tablets, mobile phones, and other devices for their sales, sales management and customer services. If LEW is unable to make, improve, or develop relevant technology in a timely manner, its ability to compete and its business and results of operations could be materially and adversely affected. In addition, if its businesses or sales management systems do not function as designed, it may experience a loss of employee confidence, lost sales or data security breaches, any of which could materially and adversely affect its business and results of operations.

LEW is highly dependent on its management team, and the loss of its senior executive officers or other key employees could harm its ability to implement its strategies, impair its relationships with third parties and adversely affect its business, results of operations and growth prospects.

LEW’s success depends, in large degree, on the skills of its management team and its ability to retain, recruit and motivate key officers and employees. LEW’s active senior executive leadership team, including Yeung Man Teddy LO, King Sau Nelson PANG, Che Yue Alexander CHOY and Sai Chung Daniel WONG, have significant experience, and their knowledge and relationships would be difficult to replace. Upon the closing of the Business Combination, Yeung Man Teddy LO shall serve as the Executive Director and Chief Executive Officer, King Sau Nelson PANG shall serve as the Chief Financial Officer, Che Yue Alexander CHOY shall serve as the Chief Strategy Officer, and Sai Chung Daniel WONG shall serve as the Executive Director, respectively, of PubCo. Leadership changes in LEW’s management team, key officers and employees will occur from time to time, and it cannot predict whether significant resignations or cessation of employment services, whether temporary or permanent, will occur or whether it will be able to recruit additional qualified personnel. Competition for senior executives and skilled

personnel in LEW’s industry is intense, which means the cost of hiring, paying incentives and retaining skilled personnel may continue to increase, which could reduce its earnings or have a material adverse effect on its business, financial condition or results of operations.

LEW needs to continue to attract and retain key personnel and to recruit qualified individuals to succeed existing key personnel to ensure the continued growth and successful operation of its business. In addition, LEW must attract and retain qualified personnel to continue to grow its business, and competition for such personnel can be intense. LEW’s ability to effectively compete for senior executives and other qualified personnel by offering competitive compensation and benefit arrangements may be restricted by cash flow and other operational restraints. The loss of the services of any senior executive or other key personnel, or the inability to recruit and retain qualified personnel in the future, could have a material adverse effect on LEW’s business, financial condition or results of operations.

System security risks, data protection breaches, cyber-attacks and systems integration issues could disrupt LEW’s internal operations.

Experienced computer programmers and hackers may be able to penetrate LEW’s network security and misappropriate or compromise its confidential information or that of third parties, create system disruptions or cause shutdowns. Computer programmers and hackers may also be able to develop and deploy viruses, worms, and other malicious software programs that attack or otherwise exploit any security vulnerabilities of LEW. Such disruptions could adversely impact its ability to maintain the normal operation of its systems, fulfill orders and interrupt other processes. Delayed sales, lower profits, or lost customers resulting from these disruptions could adversely affect LEW’s financial results, stock price and reputation.

If LEW fails to further penetrate existing markets or successfully expand its business into new markets, then the growth in sales of its products, along with its operating results, could be negatively impacted and investors could lose all or part of their investment.

The success of LEW’s business is to a large extent contingent on its ability to continue to grow by entering new markets and further penetrating existing markets. The ability of LEW to further penetrate existing markets in which it competes or to successfully expand its business into additional countries is subject to numerous factors, many of which are out of its control.

In addition, government regulations in both LEW’s domestic and international markets can delay or prevent the introduction, or require the reformulation or withdrawal, of some of its products, which could negatively impact its business, financial condition and results of operations. Also, its ability to increase market penetration in certain countries may be limited by the finite number of persons in a given country inclined to pursue a direct selling business opportunity. Growth will depend upon improved training and other activities. LEW cannot assure you that its efforts to increase its market penetration in existing markets will be successful. Thus, if it is unable to continue to expand into new markets or further penetrate existing markets, its operating results would suffer, and the market value of its securities could decline.

Risks Relating to LEW’s Operations

LEW may fail to attract, acquire or retain customers at its current or anticipated future growth rate, or may fail to do so in a cost-effective manner, which would adversely affect its business, financial condition and results of operations.

LEW’s continued growth depends, in part, on its ability to attract, acquire and retain customers in a cost-effective manner. Numerous factors, however, may impede its ability to attract, acquire or retain customers, including its failure to attract, effectively train, retain, and motivate sales and marketing personnel, its failure to educate the market about the benefits of its offering, its failure to develop or expand relationships with its suppliers, its inability to maintain ongoing recurring revenue and its failure to provide customer support once its offerings have been delivered.

If LEW is unable to sustain pricing levels for its products and services, its business could be adversely affected.

The prices for the products included within LEW’s service offerings reflect their quality, safety and benefits. If LEW is unable to sustain pricing levels for its products, whether due to competitive pressure or otherwise, then its gross profits could be reduced. Further, its decisions regarding the development of new products are based on assumptions about future pricing. If market price drops after these decisions are made, then sales could decrease which would have a negative effect on its results of operations.

LEW faces intense competition from competitors that are larger and more established, and that possess greater resources than it does, and if it is unable to compete effectively, it may be unable to gain sufficient market share to sustain profitability.

Numerous manufacturers and distributors compete actively for LEW’s customers. There can be no assurance that it will be able to compete in this intensely competitive environment. In addition, greenhouse farming solutions products and services can be purchased in a wide variety of channels of distribution. These channels include mass market retail stores and the Internet. Because these markets generally have low barriers to entry, additional competitors could enter the market at any time. Competitors may seek in the future to enter or to increase their presence in the greenhouse farming solutions market. Increased competition in either or both could have a material adverse effect on LEW’s business, financial conditions, results of operations, and prospects.

Increases in product costs, long lead times, supply shortages and supply changes could disrupt LEW’s supply chain and have an adverse effect on its business, financial condition and operating results.

Meeting consumer demand partially depends on LEW’s ability to obtain timely and adequate delivery of products for inclusion in its solutions offerings. Certain products that get incorporated into its solutions are sourced from a limited number of third-party suppliers, and some of these products are provided by a single supplier. These suppliers may breach or otherwise terminate their supply agreements, or their capabilities to deliver adequate products to LEW may be affected by other factors such as fluctuations in the market, litigation or regulatory issues or force majeure events, and in any of these cases, the sourcing and commercialization of LEW’s offerings can be adversely affected. The U.S. USDA also actively conducts inspections of product manufacturers, and failure by any LEW third-party product supplier to comply with regulatory requirements can result in product seizure, warning letters, or facility shutdowns for the supplier. If the suppliers are sued, or are subject to regulatory enforcement action, their capabilities to deliver high quality products to LEW may be adversely affected. LEW is therefore subject to the risk of shortages and long lead times in the supply of these products and the risk that its suppliers discontinue or modify their products. In addition, the lead times associated with certain products are lengthy and preclude rapid changes in quantities and delivery schedules. In the event of a production shortage or a supply interruption from suppliers, LEW may not be able to develop alternate sources of supply in a timely manner. Developing alternate sources of supply for these products may be time consuming, difficult and costly, and LEW may not be able to source these products on terms that are acceptable to it, or at all, which may undermine its ability to fill its orders and/or provide its services in a timely manner. Any interruption or delay in the supply of any of these products, or the inability to obtain these products from alternate sources at acceptable prices and within a reasonable amount of time, would harm its ability to meet its scheduled product deliveries to the customers. In addition, increases in its product costs could have a material effect on its gross margins. The loss of a significant supplier, an increase in product costs, or delays or disruptions in the delivery of products, could adversely impact LEW’s ability to generate future revenue and earnings and have an adverse effect on its business, financial condition and operating results.

The overall tightening of the labor market, increases in labor costs, or any possible labor unrest may adversely affect LEW’s business and results of operations.

LEW’s business requires a substantial number of highly skilled personnel. Any failure by it to retain a stable and dedicated labor force may lead to disruption to its business operations, including the provision of its services and solutions. Although it has not experienced any material labor shortage to date, LEW has observed an overall tightening and increasingly competitive labor market. It has experienced, and expects to continue to experience, increases in labor costs due to increases in salary, social benefits and employee headcount. It competes with other companies in the industry and other labor-intensive industries for labor, and it may not be able to offer competitive remuneration and benefits compared to its competitors. If LEW is unable to manage and control its labor costs, its business, financial condition and results of operations may be materially and adversely affected.

LEW’s operating results could be adversely affected if it is unable to accurately forecast consumer demand for its offerings and adequately manage its inventory.

To ensure adequate inventory supply, LEW must forecast inventory needs and expenses and place orders sufficiently in advance with its suppliers, based on its estimates of future demand for particular products. Failure to accurately forecast its needs may result in manufacturing delays or increased costs. Its ability to accurately forecast demand could be affected by many factors, including changes in consumer demand for its products, changes in demand for the offering of its competitors, unanticipated changes in general market conditions, and the weakening of economic

conditions or consumer confidence in future economic conditions. This risk may be exacerbated by the fact that LEW may not carry a significant amount of inventory and may not be able to satisfy short-term increases in demand. If LEW fails to accurately forecast consumer demand, it may experience excess inventory levels or a shortage of products available for sale. Inventory levels in excess of consumer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause gross margins to suffer and could impair the strength of the LEW brand. Conversely, if LEW underestimates consumer demand, its suppliers and manufacturers may not be able to deliver products to meet its requirements or LEW may be subject to higher costs in order to secure the necessary production capacity. An inability to meet consumer demand and delays in the delivery of its products to its customers could result in reputational harm and damaged consumer relationships and have an adverse effect on its business, financial condition, and operating results.

A significant increase in the cost of LEW’s primary delivery and shipping services for its products, or a significant disruption of these services, could adversely affect its business.

LEW uses a variety of shipping services for delivery of its solutions to customers, including air carriers and ocean shipping services. LEW has experienced and could continue to experience increased congestion and new import and export restrictions implemented at ports on which LEW relies for its business. In many cases, LEW has had to secure alternative transportation, such as air freight, or use alternative routes, at increased costs, to run its supply chain.

In the event of any significant interruption in service by shipping providers or at airports or shipping ports, LEW may be unable to engage alternative suppliers or to receive or ship goods through alternate sites in order to deliver its products in a timely and cost-efficient manner. As a result, LEW could experience delays, increased shipping costs and lost sales as a result of missed delivery deadlines and product demand cycles. For example, at times during the COVID-19 pandemic, shipping of its products was delayed, which inconvenienced its customers. Furthermore, if the cost of delivery or shipping services were to increase significantly and these additional costs could not be covered by product pricing, LEW’s results of operations could be adversely affected.

LEW has grown rapidly in recent years and has limited operating experience at its current scale of operations. If LEW is unable to manage its growth effectively, its brand, company culture and financial performance may suffer.

LEW has expanded its operations rapidly and has limited operating experience at its current size. LEW has never had an investor relations function and LEW expects it will need to hire new personnel or train existing personnel to support that function or outsource those activities. LEW also expects to hire additional personnel to support its finance, legal and compliance departments as it adapts to operating as a public company.

As LEW grows, its business will become increasingly complex. To effectively manage and capitalize on its growth, LEW must also continue to expand its sales and marketing capabilities, focus on innovative products, upgrade its information management systems and other processes and expand its facilities. Its continued growth could strain its existing resources, and LEW could experience ongoing operating difficulties in managing its business across numerous geographies, including difficulties in hiring, training and managing a decentralized and growing employee base. Failure to scale and preserve its company culture during this high-growth period could harm the future success of LEW, including its ability to retain and recruit personnel and to effectively focus on and pursue its corporate objectives. If LEW does not adapt to meet these evolving challenges, or if its management team does not effectively scale with its growth, LEW may experience erosion to its brand, the quality of its products may suffer, and its company culture may be harmed.

The LEW growth strategy anticipates a significant increase in its advertising and other marketing costs. Successful implementation of its growth strategy will require significant expenditures and LEW cannot guarantee that these increased investments will result in corresponding revenue growth. Because LEW has a limited history operating its business at its current scale, it is difficult for it to evaluate its current business and future prospects, including its ability to plan for and model future growth. Its limited operating experience at this scale, combined with the rapidly evolving nature of the greenhouse farming solutions market in which LEW sells its products, substantial uncertainty concerning how these markets may develop, and other economic factors beyond its control, reduces its ability to accurately forecast quarterly or annual revenue. Failure to manage its future growth effectively could have an adverse effect on its business, financial condition and operating results.

LEW may not be able to maintain an effective system of internal controls and compliance, which may adversely affect its business and reputation.

If LEW fails to maintain an effective system of internal controls, then the Post-Combination Company may be unable to accurately report its results of operations, meet its reporting obligations, or prevent fraud.

Following the Business Combination, the Post-Combination Company will be a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that it include a report of management on its internal control over financial reporting in its annual report on Form 10-K. The Post-Combination Company management may conclude that its internal control over financial reporting, based on those internal controls implemented by LEW prior to the Business Combination, is not effective to meet these new requirements. Moreover, even if the Post-Combination Company’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with the company’s internal controls or the level at which its controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from management. In addition, as a public company, the Post-Combination Company will have reporting obligations that may place a significant strain on management, operational, and financial resources and systems for the foreseeable future. The Post-Combination Company may be unable to timely complete its evaluation testing and any required remediation.

LEW’s independent registered public accounting firm has not conducted an audit of LEW’s internal control over financial reporting. In the course of management’s preparation and the independent registered public accounting firm’s auditing LEW’s consolidated carve-out financial statements for the years ended September 30, 2022, and 2021, LEW and the independent registered public accounting firm identified two material weakness in LEW’s internal control over financial reporting as of September 30, 2022, in accordance with the standards established by the Public Company Accounting Oversight Board of the United States, or the PCAOB. As defined in the standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses that have been identified relates to: a. LEW’s lack of formal risk assessment process and internal control framework over financial reporting, including lack of a formal group-wide risk assessment process to identify, assess, address or mitigate the risks identified, and internal control over financial reporting framework to maintain effective internal controls within the organization, which may increase risk of error, fraud, misstatement of financial reporting, or non-compliance with related regulations for a U.S. listed group; b. LEW’s lack of independent directors and an audit committee as defined in the standards established by the PCAOB. These material weaknesses, if not timely remedied, may lead to significant misstatements in LEW’s consolidated carve-out financial statements in the future.

Following the identification of the material weakness and other control deficiencies, LEW has taken measures and plan to continue to take measures to remedy these control deficiencies. However, the implementation of these measures may not fully address these deficiencies in LEW’s internal control over financial reporting, and LEW cannot conclude that they have been fully remedied. LEW’s failure to correct these control deficiencies or LEW’s failure to discover and address any other control deficiencies could result in inaccuracies in LEW’s financial statements and impair LEW’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder LEW’s ability to prevent fraud.

If the Post-Combination Company fails to achieve and maintain an effective internal control environment, it could suffer material misstatements in its financial statements and fail to meet its reporting obligations, which would likely cause investors to lose confidence in its reported financial information. This could in turn limit its access to capital markets, harm its results of operations, and lead to a decline in the trading price of its shares. Additionally, ineffective internal control over financial reporting could expose the Post-Combination Company to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from Nasdaq, regulatory investigations, and/or civil or criminal sanctions.

LEW’s business depends on network and mobile infrastructure and its ability to maintain and scale its technology. Any significant interruptions or delays in service on its apps or websites or any undetected errors or design faults, including flaws in security design, could result in limited capacity, reduced demand, processing delays and loss of customers.

As its base of customers and the amount of information shared on its apps and websites continue to grow, LEW will need an increasing amount of network capacity and computing power. LEW has spent and expects to continue to spend substantial amounts on computing, including cloud computing and related infrastructure, to handle the traffic on its apps and websites. The operation of these systems is complex and could result in operational failures. In the event that the traffic of its customers exceeds the capacity of its current network infrastructure or in the event that its base of customers or the amount of traffic on its apps and websites grows more quickly than anticipated, LEW may be required to incur significant additional costs to enhance its underlying network infrastructure. Interruptions or delays in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, undetected errors, design faults or other unexpected events or causes, could affect the security or availability of its apps and websites and prevent its customers from accessing its apps and websites. If sustained or repeated, these performance issues could reduce the attractiveness of its product offerings. In addition, the costs and complexities involved in expanding and upgrading LEW’s systems may prevent it from doing so in a timely manner and may prevent it from adequately meeting the demand placed on its systems. Any internet or mobile platform interruption or inadequacy that causes performance issues or interruptions in the availability of its apps or websites could reduce consumer satisfaction and result in a reduction in the number of customers using its products.

LEW depends on the development and maintenance of the internet and mobile infrastructure. This includes maintenance of reliable internet and mobile infrastructure with the necessary speed, data capacity and security for providing reliable internet and mobile access. LEW’s business, financial condition and results of operations could be materially and adversely affected if for any reason the reliability of its internet and mobile infrastructure is compromised.

LEW currently rely upon third-party data storage providers, including cloud storage solution providers. Nearly all of LEW’s data storage and analytics are conducted on, and the data and content it creates associated with sales on its apps and websites are processed through servers hosted by these providers. LEW also relies on email service providers, bandwidth providers, internet service providers and mobile networks to deliver email and “push” communications to customers and to allow customers to access its websites. If the third-party vendors are unable or unwilling to provide the services necessary to support LEW’s business, or if its agreements with such vendors are terminated, its operations could be significantly disrupted. Some of its vendor agreements may be unilaterally terminated by the licensor for convenience, including its agreement with AWS, and if such agreements are terminated, LEW may not be able to enter into similar relationships in the future on reasonable terms or at all.

Any damage to, or failure of, LEW’s systems or the systems of its third-party data centers or its other third-party providers could result in interruptions to the availability or functionality of its apps and websites. As a result, LEW could lose consumer data and miss opportunities to acquire and retain customers, which could result in decreased revenue. If for any reason its arrangements with its data centers or third-party providers are terminated or interrupted, such termination or interruption could adversely affect its business, financial condition and results of operations. LEW exercises little control over these providers, which increases its vulnerability to problems with the services they provide. LEW could experience additional expense in arranging for new facilities, technology, services and support. In addition, the failure of its third-party data centers or any other third-party providers to meet its capacity requirements could result in interruption in the availability or functionality of its apps and websites.

The occurrence of a natural disaster, power loss, telecommunications failure, data loss, computer virus, an act of terrorism, cyberattack, vandalism or sabotage, act of war or any similar event or other unanticipated problems at these facilities could result in lengthy interruptions in the availability of its apps and websites. Cloud computing, in particular, is dependent upon having access to an internet connection in order to retrieve data. If a natural disaster, blackout or other unforeseen event were to occur that disrupted the ability to obtain an internet connection, we may experience a slowdown or delay in its operations. While LEW has disaster recovery arrangements in place, its preparations may not be adequate to account for disasters or similar events that may occur in the future and may not effectively permit us to continue operating in the event of any problems with respect to its systems or those of its third-party data centers or any other third-party facilities. Its disaster recovery and data redundancy plans may be inadequate, and its business interruption

insurance may not be sufficient to compensate us for the losses that could occur. If any such event were to occur to its business, its operations could be impaired and its business, financial condition and results of operations may be materially and adversely affected.

The greenhouse farming solutions industry increasingly relies on intellectual property rights and although LEW seeks to ensure that it does not infringe the intellectual property rights of others, there can be no assurance that third parties will not assert intellectual property infringement claims against it, which claims may result in substantial costs and diversion of management and other resources and could have a material adverse effect on its business, financial condition and operating results. LEW’s inability to acquire, protect or maintain its intellectual property could harm its ability to compete or grow.

LEW seeks to ensure that it does not infringe the intellectual property rights of others, but there can be no assurance that third parties will not assert intellectual property infringement claims against it. These developments could prevent LEW from offering or supplying competitive products and services in the marketplace. They could also result in litigation or threatened litigation against it related to alleged or actual infringement of third-party rights. If an infringement claim is asserted or litigation is pursued, LEW may be required to obtain a license of rights, pay royalties on a retrospective or prospective basis or terminate the manufacturing and marketing of its infringing offerings. Litigation with respect to such matters could result in substantial costs and diversion of management and other resources and could have a material adverse effect on its business, financial condition and results of operations.

As of the date hereof, LEW has 1 trademark filed and to be registered and 4 patents pending registration. Also, much of its proprietary information is not patent registered but instead are safeguarded internally as trade secrets. There can be no assurance that the protection afforded by these patents and trademarks will provide LEW with a competitive advantage or that it will be able to assert its intellectual property rights in infringement actions. LEW may be required to defend its intellectual property against such infringement, which could result in substantial costs and diversion of management and other resources. In addition, results of such litigation are difficult to predict and if it is not successful in defending its intellectual property rights, this could have a material adverse effect on its business, financial condition and results of operations.

If LEW’s trademarks and trade names are not adequately protected, it may not be able to build name recognition in its markets of interest and its business may be adversely affected.

LEW relies on trademarks and tradenames to build brand recognition and to promote and market its products. Its current or future trademarks or trade names may be challenged, opposed, infringed, circumvented or declared generic or descriptive, determined to be not entitled to registration, or determined to be infringing on other marks. LEW may not be able to protect its rights to these trademarks and trade names or may be forced to stop using these names, which it needs for name recognition by potential partners or customers in its markets of interest. During trademark registration proceedings, LEW may receive rejections of its applications by regulators in relevant jurisdictions. Although it would be given an opportunity to respond to those rejections, it may be unable to overcome such rejections. In addition, in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against LEW’s trademarks, and its trademarks may not survive such proceedings. If LEW is unable to establish name recognition based on its trademarks and trade names, it may not be able to compete effectively, and its business may be adversely affected. It may license its trademarks and trade names to third parties. Although these license agreements may provide guidelines for how its trademarks and trade names may be used, a breach of these agreements or misuse of its trademarks and tradenames by its licensees may jeopardize its rights in or diminish the goodwill associated with its trademarks and trade names. Its efforts to enforce or protect its proprietary rights related to trademarks, trade names, and service marks may be ineffective and could result in substantial costs and diversion of resources and could adversely affect its financial condition or results of operations.

LEW routinely monitors the marketplace for infringement of its trademarks. LEW sends cease and desist letters to infringers and takes further legal action as necessary to stop any material infringement. Trademark litigation can be expensive, and the outcome can be highly uncertain. Furthermore, in many countries, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. At times, competitors or other third parties may adopt trade names or trademarks similar to those of LEW, thereby impeding its ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered

trademarks or trademarks that incorporate variations of its registered or unregistered trademarks or trade names. If LEW asserts trademark infringement claims, a court may determine that the marks it has asserted are invalid or unenforceable, or that the party against whom it has asserted trademark infringement has superior rights to the marks in question. In this case, LEW could ultimately be forced to cease the use of such trademarks.

LEW’s proprietary rights may be difficult to enforce, which could enable others to copy or use aspects of its technology without compensating it, thereby eroding its competitive advantages and harming its business.

LEW relies upon a combination of trade secrets, third-party confidentiality agreements, non-disclosure agreements, assignment of invention agreements and additional contractual restrictions on disclosure and use, and trademark, copyright, patent and other intellectual property laws to establish and protect its proprietary rights. These laws, procedures and restrictions provide only limited protection. However, LEW may not execute these agreements with every party who has access to its confidential information or contributes to the development of its intellectual property. In addition, those agreements may be breached, and LEW may not have adequate remedies for any such breach. LEW also relies on copyright laws to protect computer programs related to its platform and its proprietary technologies, although to date it has not registered for statutory copyright protection. LEW has so far registered 1 Internet domain name related to its business.

LEW endeavors to enter into agreements with its employees and contractors in order to limit access to and disclosure of its proprietary information, as well as to clarify rights to intellectual property associated with its business. Protecting its intellectual property is a challenge, especially after its employees or its contractors end their relationship with LEW, and, in some cases, decide to work for its competitors. Its contracts with its employees and contractors that relate to intellectual property issues generally restrict the use of its confidential information solely in connection with its products, and strictly prohibit reverse engineering. However, reverse engineering LEW’s products and processes or the theft or misuse of its proprietary information could occur by employees or other third parties who have access to its technologies and processes. Enforceability of the non-compete agreements that LEW has in place is not guaranteed, and contractual restrictions could be breached without discovery or adequate remedies. Historically, LEW has prioritized keeping its technology architecture, trade secrets, and engineering roadmap private, and as a general matter, has not patented all of its proprietary technology. As a result, it cannot look to patent enforcement rights to protect much of its proprietary technology. Furthermore, its patent strategy is still in its early stages. LEW may not be able to obtain any further patents, and its pending applications may not result in the issuance of patents. Any issued patents may be challenged, invalidated or circumvented, and any rights granted under these patents may not actually provide adequate defensive protection or competitive advantages to it. Additionally, the process of obtaining patent protection is expensive and time-consuming, and LEW may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. However, effective protection of its intellectual property rights may require additional filings and applications in the future. Pending and future applications may not be approved, and any of LEW’s existing or future patents, trademarks or other intellectual property rights may not provide sufficient protection for its business as currently conducted or may be challenged by others or invalidated through administrative process or litigation. Furthermore, its existing patents and any patents issued in the future may give rise to ownership claims or to claims for the payment of additional remuneration of fair price by persons having participated in the creation of the inventions. Similarly, to the extent that its employees, contractors or other third parties with whom LEW does business use intellectual property owned by others in their work for it, disputes may arise as to the rights to such intellectual property.

Policing unauthorized use of technology is difficult. LEW may need to share its proprietary information, including trade secrets, with its current and future business partners, collaborators, contractors and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or foreign actors, and those affiliated with or controlled by state actors. If any of these events occurs or if LEW otherwise loses protection for its proprietary information, the value of this information may be greatly reduced, and its competitive position could be harmed. In addition, the laws of some foreign countries may not be as protective of intellectual property rights as those of the U.S., and mechanisms for enforcement of its proprietary rights in such countries may be inadequate.

Trade secrets may be independently developed by others in a manner that could prevent legal recourse by LEW. Trade secrets will over time be disseminated within the industry through independent development, the publication of journal articles, and the movement of personnel skilled in the art from company to company or from academic to industry scientific positions. If any of its trade secrets were to be lawfully obtained or independently developed by

competitors or other third parties, LEW would have no right to prevent them, or those to whom they communicate it, from using that technology or information to compete with it. Although LEW’s agreements with third parties typically restrict the ability of its employees, outside scientific collaborators, suppliers, third-party manufacturers, consultants, advisors, potential partners, and other third parties, to publish data potentially relating to its trade secrets, its agreements may contain certain limited publication rights that may allow disclosure of its trade secrets. If LEW is unable to protect its proprietary rights (including in particular, the proprietary aspects of its formulas) it may find itself at a competitive disadvantage to others who have not incurred the same level of expense, time and effort to create and protect their intellectual property.

In the future, LEW may need to obtain licenses of third-party technology that may not be available to it or are available only on terms that are not commercially reasonable, and which may cause it to operate its business in a more costly or otherwise adverse manner that was not anticipated.

From time to time, LEW may be required to license technologies or trademarks from third parties to further develop or commercialize its offerings. Should it be required to obtain licenses to any third-party technology or trademarks, including any patents required to manufacture, use or sell its products, such licenses may not be available to LEW on commercially reasonable terms, or at all. The inability to obtain any third-party license required to develop or commercialize any of its products could cause it to abandon any related efforts, which could seriously harm its business and operations.

Because of the expense and uncertainty of litigation, LEW may not be in a position to enforce its intellectual property rights against third parties.

Because of the expense and uncertainty of litigation, LEW may not be in a position to enforce its intellectual property rights against third parties, and it may conclude that even if a third party is infringing its intellectual property, the risk-adjusted cost of bringing and enforcing such a claim or action may be too high or not in the best interest of it or its shareholders. Competitors or other third parties may be able to sustain the costs of complex patent litigation or proceedings more effectively than LEW can because of their greater financial resources and more mature and developed intellectual property portfolios. In addition, the uncertainties associated with litigation could compromise LEW’s ability to raise the funds necessary to continue its internal research programs, in-license needed technology or other products, or enter into development partnerships that would help us bring its product to market. In such cases, LEW may decide that the more prudent course of action is to simply monitor the situation or initiate or seek some other non-litigious action or solution.

LEW may not be able to protect its intellectual property rights throughout the world.

The laws of some foreign countries do not protect intellectual property rights in the same manner and to the same extent as laws in the United States. Consequently, competitors may use LEW’s technologies in jurisdictions where it has no meaningful intellectual property protection to develop their own products. These products may compete with LEW’s products in these jurisdictions. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, trademarks, and other intellectual property protection, which could make it difficult to enforce its proprietary rights generally. Proceedings to enforce its trade secret rights in foreign jurisdictions could result in substantial costs and divert its efforts and attention from other aspects of its business or could provoke third parties to assert claims against it. LEW may not prevail in any lawsuits that it initiates, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, its efforts to enforce its intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

LEW’s products are subject to government regulation in other countries, which could increase its costs significantly and limit or prevent the sale of its products.

Approximately 73% of LEW’s net sales for the nine months ended June 30, 2023, were generated from Europe, exposing its business to risks associated with international operations. LEW has invested significant resources in its international operations and expect to continue to do so in the future. However, there are certain risks inherent in doing business in international markets, which is regulated in many jurisdictions.

In markets where it operates, LEW is usually required to obtain approvals, licenses, or certifications from a country’s ministry of agriculture or comparable agency, all of which vary from country to country. Approvals or licensing may be conditioned on reformulation of products or may be unavailable with respect to certain products. Any of these government agencies, as well as legislative bodies, can change existing regulations, or impose new ones, or could take aggressive measures, causing or contributing to a variety of negative consequences, including:

•        additional record keeping;

•        expanded documentation of the properties of certain or all service offerings and products contained therein;

•        expanded or different labeling;

•        adverse event tracking and reporting; and

•        additional scientific substantiation.

Any or all of these requirements could have a material adverse effect on LEW. There can be no assurance that the regulatory environment in which LEW operates will not change or that such regulatory environment, or any specific action taken against it, will not result in a material adverse effect on LEW.

LEW’s business is subject to a range of regulations, including but not limited to, tax, privacy, data, agriculture, competition and advertising legislation. There is a risk that governments and regulatory authorities may from time to time make changes to applicable laws and regulatory policies which might make it more difficult or onerous for LEW to operate. Additionally, there is a risk that laws and policies in emerging markets may change at short notice, and that while changes can generally be expected to operate prospectively, from time to time they may also be given retrospective effect. Such changes, particularly (but not exclusively) those made retrospectively, may result in LEW not being in compliance with applicable laws with the result that it may incur additional penalties.

Given the number of countries in which LEW operates, there is a risk that there may be inconsistencies between laws and policies with which it is required to comply in those countries, which may make it difficult for LEW to be compliant with all of those laws at the same time. In emerging markets, there are also risks that the regulatory authorities’ interpretation of laws and the manner in which they enforce those laws may be inconsistent and differ from its own interpretation of said laws. This may make it difficult to understand, with certainty, the nature and extent of those obligations.

Any interpretation of laws and practice that is contrary to the view of those laws and practice taken by LEW may adversely affect its liabilities or expose LEW to legal, regulatory or other actions. Inconsistent enforcement of laws also creates compliance risks as it may make it difficult to engage with regulatory authorities on compliance matters. Such inconsistency may also result in variability in the penalties associated with any non-compliance. Appeals against the enforcement actions taken by regulatory authorities in the places where LEW operate may not be possible, may take a long time to conclude, carry significant costs and risks and the results may be uncertain and involve external influences outside its control.

Any significant changes to regulations that affect the fundamental structure of LEW’s businesses in its main markets could adversely affect its business, financial condition and results of operations. Governments may also introduce regulatory measures that have an adverse impact on the greenhouse farming solutions market and, in turn, adversely affect its business, financial condition and results of operations.

In certain regions, the degree of these risks may be higher due to more volatile economic, political, or social conditions; less developed and predictable legal and regulatory regimes; and increased potential for various types of adverse governmental action. As LEW continues to focus on expanding its existing international operations, these and other risks associated with international operations will likely increase, which could materially harm its business, financial condition, and operating results.

Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect LEW.

The interpretation and enforcement of laws and regulations involve uncertainties and inconsistencies in the Southeast Asia region. Since local administrative and court authorities and in certain cases, independent organizations, have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection LEW may enjoy in many of the localities that it operates in.

Moreover, local courts may have broad discretion to reject enforcement of foreign awards. These uncertainties may affect its judgment on the relevance of legal requirements and its ability to enforce its contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from LEW.

It is possible that a number of laws and regulations may be adopted or construed to apply to LEW in Southeast Asia and elsewhere that could restrict its business segments. Scrutiny and regulation of the business segments in which we operate may further increase, and we may be required to devote additional legal and other resources to addressing these regulations. Changes in current laws or regulations or the imposition of new laws and regulations in Southeast Asia or elsewhere regarding its business segments may slow the growth of its business segments and adversely affect its business, financial condition, results of operations and prospects.

Regulatory agencies may impose additional laws or regulations or change current laws or regulations, and compliance with new or changed governmental regulations, or any state attorney proceeding could increase LEW’s costs significantly and materially and adversely affect its business, financial condition and results of operations.

From time to time, legislative and regulatory authorities in the countries and regions where LEW operates may impose additional laws or regulations that apply to LEW, repeal laws or regulations that LEW considers favorable to LEW or impose more stringent interpretations of current laws or regulations. LEW is not able to predict the nature of such future laws, regulations, repeals or interpretations or to predict the effect that additional governmental regulation, when and if it occurs, would have on its business in the future. Those developments could require reformulation of certain products to meet new standards, recalls or discontinuance of certain products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of certain products, additional or different labeling, additional scientific substantiation, adverse event reporting or other new requirements. Any developments of such nature could increase its costs significantly and could have a material adverse effect on its business, financial condition and results of operations.

LEW’s failure to comply with regulations could result in substantial monetary penalties and could adversely affect its operating results.

Failure by LEW to comply with applicable regulations could result in substantial monetary penalties, which could have a material adverse effect on its financial condition or results of operations.

Even when unmerited, class claims or enforcement actions by government authorities can be expensive to defend and could adversely affect LEW’s reputation with existing and potential customers as well as its corporate and brand image, which could have a material and adverse effect on its business, financial condition or results of operations.

LEW may experience product liability claims and litigation to prosecute such claims, and although it maintains product liability insurance, which it believes to be adequate for its needs, there can be no assurance that its insurance coverage will be adequate or that it will be able to obtain adequate insurance coverage in the future. In addition, LEW may be subject to consumer fraud claims, including consumer class action claims regarding product labeling and advertising, and litigation to prosecute such claims; these claims are generally not covered by insurance.

LEW could face financial liability from product liability claims if the use of the products encompassed within its service offerings results in significant loss or injury. LEW can make no assurances that it will not be exposed to any future product liability claims. Such claims may result in substantial settlement amounts or judgments against LEW and may also require LEW to incur additional costs to change its offerings as required by law. Product liability claim against LEW, regardless of its merit or ultimate outcome, could result in:

•        injury to its reputation;

•        decreased demand for its offerings;

•        diversion of management’s attention;

•        a change in the design of its service offerings; and

•        loss of revenue.

LEW carries insurance coverage in the types and amounts that it considers reasonably adequate to cover the risks it faces from product liability claims. If insurance coverage is inadequate or unavailable or if premium costs continue to rise, LEW may face additional claims not covered by insurance, and claims that exceed coverage limits or that are not covered could have a material adverse effect on LEW. Moreover, liability claims arising from a serious adverse event may, in addition to increasing its costs through higher insurance premiums and deductibles, make it more difficult to secure adequate insurance coverage in the future. Because insurance is generally hard to obtain for such claims, these could have a material adverse effect on LEW.

Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect LEW’s financial results.

The U.S. GAAP implementation guidelines and interpretations with regard to a wide variety of matters that are relevant to LEW’s business, such as, but not limited to, revenue recognition, stock-based compensation, trade promotions, and income taxes, are highly complex and involve many subjective assumptions, estimates and judgments by its management. Changes to these rules or their interpretation or changes in underlying assumptions, estimates or judgments by LEW’s management could significantly change its reported results.

LEW’s business collects and processes a large amount of data including personal information, and it will face legal, reputational, and financial risks if it fails to protect its consumers’ data from security breaches or cyberattacks. LEW is also subject to various laws and regulations relating to privacy or the protection or transfer of data relating to individuals, and any change in such laws and regulations or any failure by LEW to comply with such laws and regulations could adversely affect its business.

LEW collects and stores sensitive data, including personally identifiable information, payment information, intellectual property and proprietary business information owned or controlled by LEW or other parties. It manages and maintains such data and applications utilizing cloud-based systems. LEW also protects sensitive consumer data by logically segregating access and storage of personally identifiable data from other business operations involving data processing. It identifies a variety of risks in connection with protecting the critical consumer and business information, including loss of access risk, inappropriate disclosure, inappropriate modification, and the risk of it being unable to adequately monitor and modify controls over its critical information.

Any technical problems that may arise in connection with its data and systems, including those that are hosted by third-party providers, could result in interruptions to its business and operations or exposure to security vulnerabilities.

The secure processing, storage, maintenance and transmission of critical consumer and business information are vital to LEW, its operations and its business strategy. Although LEW devotes significant resources to protecting such information and takes what it believes to be reasonable and appropriate measures to protect sensitive information from compromises such as unauthorized access, disclosure, or modification or lack of availability, its information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. It may be exposed to significant monetary damages which are not covered by its liability insurance. Further, a security breach could require LEW to expend substantial additional resources related to the security of its information systems and providing required breach notifications, diverting resources from other projects and disrupting its businesses.

In addition to data security risks, it also faces data privacy risks. Should it actually violate, or be perceived to have violated, any privacy promises made to its customers, it could be subject to a complaint from an affected individual or interested privacy regulator. It may be subject to regulatory authorities in other markets as well. This risk is heightened given the sensitivity of the data we collect. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory or contractual requirements could inhibit sales of its products, and any failure to comply with such laws, regulations and contractual requirements could lead to significant fines, penalties or other liabilities.

There has been unprecedented activity in the development of data protection regulation around the world, and as a result, the interpretation and application of consumer and data protection laws in Hong Kong, the European Union, and other jurisdictions in which LEW operates or sells its products are often uncertain, contradictory and in flux.

In addition, these privacy laws and regulations may differ from country to country and region to region, and its obligations under these laws and regulations vary based on the nature of its activities in the particular jurisdiction, such as whether it collects samples from individuals in the local jurisdiction, perform testing in the local jurisdiction,

or process personal information regarding employees or other individuals in the local jurisdiction. Complying with changing regulatory requirements requires LEW to incur substantial costs, exposes LEW to potential regulatory action or litigation, and may require changes to its business practices in certain jurisdictions, any of which could materially and adversely affect its business operations and operating results. There is no assurance that LEW is or will remain in compliance with diverse privacy and data security requirements in all of the jurisdictions in which we currently operate and may operate in the future. Failure of its efforts to comply with applicable laws or regulations or any other obligations relating to privacy, data protection, or information security, or any compromise of security that results in unauthorized access to, or use or release of personally identifiable information or other data relating to its customers, or other individuals, or the perception that any of the foregoing types of failure or compromise has occurred, could damage its reputation and brand, discourage new and existing customers from using its platform, or result in fines, investigations, or proceedings by governmental agencies and private claims and litigation, any of which could adversely affect its business, financial condition, and results of operations.

Changes in, or failure to comply with, competition and antitrust laws could adversely affect LEW’s business, financial condition and results of operations.

LEW is subject to competition and antitrust laws and regulations in the jurisdictions in which it operates. The governments in its main markets may scrutinize its operations and enforce competition laws and may allow its competitors or customers to assert claims of anti-competitive conduct. Its strategy to increase prices for its products across its main markets may result in customers alleging that its prices are too high due to anti-competitive conduct. As a result of such potential allegations of anti-competitive conduct, it may be subject to litigation and other claims and disputes in the course of conducting its business. There is also a risk that one or more jurisdictions in its main markets may impose or propose to impose new competition or antitrust laws which might have an adverse effect on its future financial performance or market position. In addition, given its current market position in its main markets, governmental agencies and regulators in these jurisdictions may, among other things, prohibit future acquisitions, divestitures, or combinations it plans to execute as part of its business strategy. In the case of potential acquisitions or combinations, governmental agencies and regulators may also impose significant fines or penalties, require divestiture of certain of its assets, or impose other restrictions that limit or require it to modify its operations, including but not limited to limitations on its contractual relationships with its suppliers, manufacturers or customers or restrictions on its pricing models. Any such limitations or imposition of fines by governmental agencies may affect the way we do business, increase its costs and materially impact its ability to generate revenue from the sale of its products.

Risks Relating to Doing Business in China or Hong Kong

LEW’s current operations are primarily based in Hong Kong. A major part of its operations are conducted by its Hong Kong operating subsidiary, namely Light Engine International Limited (“LEIL”). LEIL recently established its wholly owned PRC Subsidiary, although it does not have or intend to have any contractual arrangement to establish a variable interest entity structure with any entity in China. As a result, LEW is subject to unique risks due to uncertainty about any future actions of the Chinese government or authorities in Hong Kong in relation to business operations in China or Hong Kong, or regulatory oversight of overseas listing of companies with operations in China or Hong Kong. As a result of the PRC subsidiary’s operations in China, the legal and operational risks associated with operating in China also apply to LEW’s operations in Hong Kong and in China. See “Risk Factors — “Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities”; “If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless”; “If the Chinese government were to impose new requirements for approval from the PRC authorities to issue our securities to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless”; “There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations”; “The CSRC has released for public consultation the draft rules for China-based companies seeking to conduct initial public offerings in foreign markets. The Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and could cause the value of our ordinary shares to

significantly decline or become worthless”; and “Any requirement to obtain prior approval under the M&A Rules and/or any other regulations promulgated by relevant PRC regulatory agencies in the future could delay this offering and failure to obtain any such approvals, if required, could have a material adverse effect on our business, operating results and reputation as well as the trading price of our ordinary shares, and could also create uncertainties for this Business Combination and affect our ability to offer or continue to offer securities to investors outside China.”

LEW currently does not maintain any office in mainland China and none of LEW directors and officers are based in mainland China. However, a major part of LEW’s operations is based in Hong Kong, a Special Administrative Region of China, and on June 5, 2023, LEIL established its wholly owned PRC Subsidiary. Although Hong Kong has its own governmental and legal system as a Special Administrative Region of China, the government of the PRC has significant oversight and discretion in relation to LEW’s business. Therefore, it is uncertain whether in the future the Hong Kong government will implement regulations and policies of the Chinese government, or adopt regulations and policies of its own that are substantially the same as those of the Chinese government. Moreover, the PRC Subsidiary will operate in the Chinese market and LEW may further expand its business in China. Therefore, LEW’s business is subject to the oversight of the Chinese authorities. Given that changes in policies, regulations, rules, and the enforcement of laws of the Chinese government may be quick with little advance notice, it is also uncertain in the future whether LEW’s operations in Hong Kong will be subject to the oversight of the Chinese authorities. As a result, LEW, and after Business Combination, PubCo, is and will be subject to the following risks that are specific to doing business in China. See “Risk Factors — “In the event that we rely on dividends and other distributions on equity paid by our Hong Kong or PRC subsidiary to fund any cash and financing requirements we may have, any limitation on the ability of our Hong Kong or PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business”; “To the extent cash or assets in our business is in Hong Kong or the PRC or in our Hong Kong or PRC subsidiary, the funds or assets may not be available to fund operations or for other use outside of Hong Kong or the PRC due to interventions in or the imposition of restrictions and limitations on our ability or the ability of our subsidiaries by the PRC government to transfer cash or assets”; “PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may prevent us from making loans or additional capital contributions to our Hong Kong and PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business”.

Our business is subject to complex and rapidly evolving laws and regulations in the PRC. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.

The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:

•        Delay or impede our development,

•        Result in negative publicity or increase our operating costs,

•        Require significant management time and attention, and

•        Subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.

The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our services, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of PubCo’s Ordinary Shares.

If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. The PRC has recently promulgated new rules that require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that will significantly tighten oversight over China-based internet giants. The Measures for Cybersecurity Review (2021 version) was promulgated on December 28, 2021 and became effective on February 15, 2022. These measures specify that any “online platform operators” controlling the personal information of more than one million users which seek to list on a foreign stock exchange are subject to prior cybersecurity review.

Our business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. As advised by our PRC legal adviser, Fangda Partners, the Business Combination is not subject to the review or prior approval of the CAC or the CSRC and we and our subsidiaries are not covered by such permissions requirements. Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.

If the Chinese government were to impose new requirements for approval from the PRC authorities to issue our securities to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering.

On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedure and report relevant information to the CSRC. Since these statements and regulatory actions by the PRC government are newly published, their interpretation, application and enforcement is unclear and there also remains significant uncertainty as to the enactment, interpretation and implementation of other regulatory requirements related to overseas securities offerings and other capital markets activities. As opined by our PRC legal adviser, Fangda Partners, the Business Combination is not subject to any registration or filing with the CSRC under the Trial Measures. Accordingly, we believe that we are not required to obtain CSRC approval for the Business Combination pursuant to the Trial Measures. However, our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such filings, permissions or approvals required by the PRC government, (ii) inadvertently conclude that such filings, permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such filings, permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice. Since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.

As of the date of this proxy statement/prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to the Business Combination from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

According to the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”) and the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), only new initial public offerings and refinancings by existing overseas listed Chinese companies will be required to go through the filing process with PRC administrations; other existing overseas listed companies will be allowed sufficient transition period to complete their filing procedure. To our best knowledge, we believe we and our subsidiaries currently are not required to obtain regulatory approval from Chinese authorities before listing in the U.S. under any existing PRC laws, regulations or rules, including from the CSRC, the CAC, or any other relevant Chinese regulatory agencies. However, it is uncertain when the Administration Provisions and the Measures will take effect or if they will take effect as currently drafted. Moreover, we are expanding our business to China and have established our PRC Subsidiary as part of our expansion plan, which subjects us to these and other PRC regulatory requirements. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for the Business Combination, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt the Business Combination before settlement and delivery of PubCo’s securities. Consequently, if you engage in market trading or other activities in anticipation of and prior to settlement and delivery, you do so at the risk that settlement and delivery may not occur. In addition, if the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for the Business Combination, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities.

Moreover, if (1) we are required to but do not receive or maintain approvals from the PRC authorities, or (2) we inadvertently conclude that such approvals are not required, or (3) applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to investigations by competent regulators, or to fines or penalties, and/or we may be ordered to suspend our relevant operations and rectify any non-compliance, or prohibited from engaging in relevant business or conducting any offering or business combination; and these risks could result in a material adverse change in our operations, significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

To our best knowledge, as of the date of this prospectus, we and our subsidiaries (1) are not required to obtain permissions from any PRC authorities to operate or issue our securities to foreign investors, (2) are not subject to permission requirements from the CSRC, the Cyberspace Administration of China (“CAC”) or any other entity that is required to approve of our operations in China, and (3) have not received or been denied such permissions by any PRC authorities. To our best knowledge, we believe we are not required to obtain any permissions or approvals from Chinese authorities either to operate our business or to offer the securities being registered to foreign investors because we are not operating in an industry that prohibits or limits foreign investment.

As of the date of this proxy statement/prospectus, our wholly owned PRC Subsidiary did not have any material operations and we have not collected, stored, or managed any personal information in mainland China. As such, we believe we are compliant with the regulations and policies that have been issued by the CAC to date.

China’s or Hong Kong’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business.

Our business, financial condition, results of operations, prospects and certain transactions we may undertake are subject to economic, political and legal developments in Hong Kong and/or China.

Although Hong Kong has a separate legal and government system from China and has a market economy that is different from the planned economy in China, there is no guarantee that Hong Kong’s legal, governmental and economic systems will remain separate from that of China. Moreover, LEW is expanding its business to China and has recently established the PRC Subsidiary to operate in the Chinese market. China’s economy differs from the

economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business.

The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.

In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters generally. The overall effect of legislation over the past four decades has significantly enhanced the protections afforded to various forms of foreign investments in the PRC. However, the PRC has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, these regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime after the violation.

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial condition and results of operations.

Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions remain unclear on how the law will be interpreted, amended and implemented by the relevant PRC governmental authorities, but the Opinions and any related implementing rules to be enacted may subject us to compliance requirements in the future.

On July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comments, which required that, among others, in addition to “operator of critical information infrastructure”, any “data processor” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities.

On November 14, 2021, the CAC released the Regulations on Network Data Security (draft for public comments) and accepted public comments until December 13, 2021. The draft Regulations on Network Data Security provide that data processors refer to individuals or organizations that autonomously determine the purpose and the manner of processing data. If a data processor that processes personal data of more than one million users intends to list overseas, it shall apply for a cybersecurity review. In addition, data processors that process important data or are listed overseas shall carry out an annual data security assessment on their own or by engaging a data security services institution, and the data security assessment report for the prior year should be submitted to the local cyberspace affairs administration department before January 31 of each year. On December 28, 2021, the Measures for Cybersecurity Review (2021 version) was promulgated and took effect on February 15, 2022, which iterates that any “online platform operators” controlling personal information of more than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. As advised by our PRC counsel, Fangda Partners, we are unlikely to be deemed an “operator of critical information infrastructure” as mentioned above. Neither the Company nor its subsidiaries is engaged in data activities as defined under the Personal Information Protection Law, which includes, without limitation, the collection, storage, use, processing, transmission, provision, publication and deletion of data. In addition, neither the Company nor its subsidiaries is an operator of any “critical information infrastructure” as defined under the PRC Cybersecurity Law and the Security Protection Measures on Critical Information Infrastructure. However, the Measures for Cybersecurity Review (2021 version) was recently adopted and the Network Internet Data Protection Draft Regulations (draft for comments) is in the process of being formulated and the Opinions remain unclear on how it will be interpreted, amended and implemented by the relevant PRC governmental authorities.

There remains uncertainty as to when the final measures will be issued and take effect, how they will be enacted, interpreted or implemented, and whether they will affect us. If we inadvertently conclude that the Measures for Cybersecurity Review (2021 version) do not apply to us, or if applicable laws, regulations, or interpretations change and it is determined in the future that the Measures for Cybersecurity Review (2021 version) become applicable to us, we may be subject to review when conducting data processing activities, and may face challenges in addressing its requirements and making any necessary changes to our internal policies and practices. We may incur substantial costs in complying with the Measures for Cybersecurity Review (2021 version), which could result in material adverse changes in our business operations and financial position. If we are not able to fully comply with the Measures for Cybersecurity Review (2021 version), our ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and our securities may significantly decline in value or become worthless.

On December 24, 2021, the CSRC released the Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises (Draft for Comments) and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises (Draft for Comments), both of which had a comment period that expired on January 23, 2022, and if enacted, may subject us to additional compliance requirement in the future. See “Risk Factors — Risks Relating to Doing Business in the PRC- CSRC has released for public consultation the draft rules for China-based companies seeking to conduct initial public offerings in foreign markets. While such rules have not yet gone into effect, the Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and could cause the value of our ordinary shares to significantly decline or become worthless.”

Thus, it is still uncertain how PRC governmental authorities will regulate overseas listing in general. Furthermore, if the CSRC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for this offering and any follow-on offering, we may be unable to obtain such approvals which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors.

Furthermore, the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers. Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are beyond our control. Therefore, any such action may adversely affect our operations and significantly limit or hinder our ability to offer or continue to offer securities to you and reduce the value of such securities.

Uncertainties regarding the enforcement of laws and the fact that rules and regulations in China can change quickly with little advance notice, along with the risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers could result in a material change in our operations, financial performance and/or the value of our ordinary shares or impair our ability to raise money.

The CSRC has released for public consultation the draft rules for China-based companies seeking to conduct initial public offerings in foreign markets. The Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares to investors and could cause the value of our ordinary shares to significantly decline or become worthless.

On December 24, 2021, the CSRC released the Draft Rules Regarding Overseas Listing, which had a comment period that expired on January 23, 2022. The Draft Rules Regarding Overseas Listing lay out the filing regulatory arrangement for both direct and indirect overseas listings, and clarify the determination criteria for indirect overseas listings in overseas markets. To our best knowledge, although we currently conduct part of our business operations in mainland China through SLEL, we believe we and our subsidiaries currently are not required to obtain prior approval by the relevant competent governmental authorities in PRC (including the CSRC) with respect to the specific matters under such rules.

The Draft Rules Regarding Overseas Listing stipulate that the Chinese-based companies, or the issuer, shall fulfill the filing procedures within three working days after the issuer makes an application for initial public offering and listing in an overseas market. The required filing materials for an initial public offering and listing should include at least the following: record-filing report and related undertakings; regulatory opinions, record-filing, approval and other documents issued by competent regulatory authorities of relevant industries (if applicable); and security assessment opinion issued by relevant regulatory authorities (if applicable); PRC legal opinion; and prospectus.

In addition, an overseas offering and listing is prohibited under any of the following circumstances: (1) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (2) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) if there are material ownership disputes over the equity, major assets, and core technology, etc. of the issuer; (4) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (5) if, in past three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; or (6) other circumstances as prescribed by the State Council. The Draft Administration Provisions defines the legal liabilities of breaches such as failure in fulfilling filing obligations or fraudulent filing conducts, imposing a fine between RMB 1 million and RMB 10 million, and in cases of severe violations, a parallel order to suspend relevant business or halt operation for rectification, or to revoke relevant business permits or operational licenses.

If there is significant change to current political arrangements between mainland China and Hong Kong, or if the PRC government intervenes or influences operations of companies operated in Hong Kong such as ours or exerts more control through change of laws and regulations over offerings conducted overseas and/or foreign investment in issuers such as us, it may result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of PubCo Ordinary Shares to significantly decline or become worthless. Also, if in the future we become subject to the requirements under the Draft Rules Regarding Overseas Listing, we cannot assure you that we will be able to get the clearance of filing procedures under the Draft Rules Regarding Overseas List on a timely basis, or at all. Any failure by us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to offer or continue to offer our ordinary shares, cause significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and results of operations and cause PubCo Ordinary Shares to significantly decline in value or become worthless.

In the event that we rely on dividends and other distributions on equity paid by our Hong Kong or PRC subsidiary to fund any cash and financing requirements we may have, any limitation on the ability of our Hong Kong or PRC subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business.

Under Hong Kong law, dividends can only be paid out of distributable profits (that is, accumulated realized profits less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.

Any limitation on the ability of our Hong Kong subsidiary to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

Also, if our PRC Subsidiary incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under PRC laws and regulations, our PRC subsidiary, a wholly foreign-owned enterprise, may pay dividends only out of its respective accumulated profits as determined in accordance with PRC accounting standards and regulations.

In addition, a wholly foreign-owned enterprise is required to set aside at least 10% of its after-tax profits each year, if any, to fund a certain statutory reserve fund, until the aggregate amount of such fund reaches 50% of its registered capital. At its discretion, a wholly foreign-owned enterprise may allocate a portion of its after-tax profits based on PRC accounting standards to a staff welfare and bonus fund. These reserve fund and staff welfare and bonus fund cannot be distributed to us as dividends.

Our PRC Subsidiary likely will generate primarily all of its revenue in Renminbi, which is not freely convertible into other currencies. As result, any restriction on currency exchange may limit the ability of our PRC Subsidiary to use its Renminbi revenues to pay dividends to us. The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting process may be put forward by SAFE for cross-border transactions falling under both the current account and the capital account. Any limitation on the ability of our PRC Subsidiary to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are incorporated.

To the extent cash or other assets in our business are in Hong Kong or in the PRC or in our Hong Kong or PRC subsidiary, the funds or assets may not be available to fund operations or for other use outside of Hong Kong or the PRC due to interventions in or the imposition of restrictions and limitations on our ability or the ability of our subsidiaries by the PRC government to transfer cash or assets.

We may depend on dividends and other distributions on equity paid by our Hong Kong or PRC subsidiary or depend on our assets located in Hong Kong or the PRC for our cash and financing requirements. There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between PubCo and LEIL, across borders and to U.S. investors.

However, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. If such restrictions are extended to Hong Kong in the future, shortages in availability of foreign currency may then restrict the ability of our Hong Kong subsidiary to remit sufficient foreign currency to our offshore entities for our offshore entities to pay dividends or make other payments or otherwise to satisfy our foreign-currency-denominated obligations. On June 5, 2023, we established our wholly owned PRC Subsidiary. Our PRC Subsidiary may receive substantially all of its income in Renminbi. Under our current corporate structure, our British Virgin Islands holding company may ultimately rely on dividend payments from our PRC subsidiary to fund any cash and financing requirements payable outside of China. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State Administration of Foreign Exchange of the PRC (“SAFE”) by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, cash generated from the operations of our PRC subsidiary in China may be used to pay dividends to our company without prior approval of SAFE. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiary to pay any debts they may incur in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.

Therefore, to the extent cash or other assets in our business are in Hong Kong/China or in our Hong Kong or PRC subsidiaries, such funds or assets may not be available to fund operations or for other uses outside of Hong Kong/China due to interventions in or the imposition of restrictions and limitations on our ability or the ability of our subsidiaries by the PRC government to transfer cash or assets.

The PRC government may continue to strengthen its capital controls, and more restrictions and substantial vetting processes may be put forward by SAFE for cross-border transactions. Any limitation on the ability of our Hong Kong or our PRC subsidiaries to pay dividends or make other kinds of payments to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.

Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.

We are expanding our business to China. On June 5, 2023, we established our wholly owned PRC Subsidiary. It is possible that Renminbi will become the functional currency of our future operations in China. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how long such appreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may change again. Currently, our PRC Subsidiary’s revenues and costs are denominated in Renminbi. Also, we may rely on dividends paid by such subsidiary for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, PubCo Ordinary Shares in U.S. dollars. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on PubCo Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may prevent us from making loans or additional capital contributions to our Hong Kong and PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to PRC entities are subject to the approval of or filing with the Ministry of Commerce, or MOFCOM, or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. In addition, (i) a foreign loan of less one year duration procured by our PRC Subsidiary, would be required to be registered with SAFE or its local branches and (ii) a foreign loan of one year duration or more procured by our PRC Subsidiary is required to be applied to the NDRC in advance for undergoing recordation registration formalities. Any medium or long-term loan to be provided to PRC entities must be registered with the NDRC and the SAFE or its local branches.

Currently, our Hong Kong subsidiary LEIL does not need to obtain approval from or register with governmental authorities in China or in Hong Kong in order to raise capital, but it is unclear if the PRC or Hong Kong authorities will in the future interpret the abovementioned regulations in a way that will subject Hong Kong companies to the same restrictions as those that are applicable to a PRC company. Moreover, on June 5, 2023, we established our wholly owned PRC Subsidiary. We may make loans to our PRC Subsidiary, or we may make additional capital contributions to our PRC Subsidiary, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries, or we may acquire offshore entities with business operations in China in an offshore transaction. Most of these ways are subject to PRC regulations and approvals or registration. For example, loans by us to our wholly owned PRC Subsidiary to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE. If we decide to finance our wholly owned PRC Subsidiary by means of capital contributions, these capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with the PRC Ministry of Commerce, or registration with other governmental authorities in China.

You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in the prospectus. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.

We are a company incorporated under the laws of the British Virgin Islands, and we conduct our operations in China and Hong Kong and most of our assets are located in China and Hong Kong. In addition, substantially most of PubCo’s directors and executive officers reside within China and Hong Kong, or are physically there for a significant period of time each year. In particular, Mr. Yeung Man Teddy LO, Mr. Sai Chung Daniel WONG and Mr. Francisco CISTERNAS Vera are located in Hong Kong. As a result, it may be difficult for you to effect service of process upon PubCo or those persons inside China and Hong Kong. In addition, there is uncertainty as to whether the courts of the British Virgin Islands, Hong Kong or the PRC would recognize or enforce judgments of U.S. courts against PubCo or such persons predicated upon the civil liability provisions of U.S. securities laws or those of any U.S. state.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the U.S. that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the U.S.

It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in the U.S. may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State Council. While the detailed interpretation of or implementing of rules under Article 177 have to be promulgated, the inability of an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties faced by you in protecting your interests.

Risks Relating to Ace’s Business

Ace will be forced to liquidate the Company’s trust account if it cannot consummate a business combination by January 8, 2024 (or April 8, 2024, if we extend the period of time to consummate the business combination). In the event of a liquidation, Ace’s public shareholders will receive $11.55 per share and the ACBA Warrants will expire worthless.

As approved by its shareholders at its special meeting of shareholders on September 19, 2023 (the “Special Meeting”), Ace has filed a third amended and restated memorandum and articles of association, giving Ace the right to extend the date by which it has to complete a business combination up to a total of six (6) times for an additional one (1) month each time from October 8, 2023 to April 8, 2024. If Ace is unable to consummate a business combination by January 8, 2024 (or April 8, 2024, if we extend the period of time to consummate the business combination), and is forced to liquidate, then the per-share liquidation distribution will be $11.55. Furthermore, holders of ACBA Warrants will not receive any of the funds in Ace’s trust account with respect to their warrants, nor will they receive any distribution from Ace’s assets held outside of the Company’s trust account with respect to such warrants, which will expire worthless as a result of Ace’s failure to consummate a business combination.

We do not have a specified maximum redemption threshold in Ace’s current third amended and restated memorandum and articles of association. The absence of such a redemption threshold may make it possible for us to consummate the Business Combination, in connection with which a substantial majority of our public shareholders may redeem their Public Shares.

Ace’s current third amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that (i) we will not redeem the Public Shares in an amount that would cause Ace’s net tangible assets to be less than $5,000,001 upon consummation of the Business Combination (such that we are not subject to the SEC’s “penny stock” rules), and we are seeking stockholder approval of an amendment to the Ace third amended and restated memorandum and articles of association to remove this requirement (See “Proposal Six — The NTA Requirement Amendment Proposal”) and (ii) no shareholder acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Public Shares may exercise such redemption right with respect to more than 15% of the Public Shares without the Company’s prior consent.

There is no guarantee that a shareholder’s decision whether to redeem its Public Shares for a pro rata portion of the Company’s trust account will put such shareholder in a better future economic position.

We can give no assurance as to the price at which a shareholder may be able to sell its Public Shares in the future following the consummation of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price of the combined company and may result in a lower value realized upon redemption than a shareholder of Ace might realize in the future had the shareholder not redeemed its Public Shares. Similarly, if a shareholder does not redeem its Public Shares, the shareholder will bear the risk of ownership of the combined company’s ordinary shares after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares of the combined company’s ordinary shares in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Business Combination. A shareholder should consult the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If the NTA Requirement Amendment Proposal (Proposal No. 6) is approved, PubCo can avoid the “penny stock rules” by either (1) having net tangible assets of at least $5,000,001 (the “NTA Rule”) or (2) listing its ordinary shares on the Nasdaq Stock Market (Rule 3a51-1(a)(2) or the “Exchange Rule”). If PubCo does not have net tangible assets of at least $5,000,001 and is unable to list PubCo’s ordinary shares on Nasdaq, then PubCo may be required to comply with the “penny stock rules” and this could affect the market for PubCo securities and the ability of PubCo to raise capital following the Business Combination.

The NTA Requirement Amendment Proposal (Proposal No. 6) seeks to amend the Ace third amended and restated memorandum and articles of association to remove the requirement that Ace have net tangible assets of at least $5,000,001 at the closing of the Business Combination. As disclosed in Ace’s IPO prospectus, because the net proceeds of the IPO were to be used to complete an initial business combination with a target business that had not been selected at the time of the IPO, Ace may be deemed to be a “blank check company.” Under Rule 419 of the Securities Act the term “blank check company” means a company that (i) is a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and (ii) is issuing “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. Rule 3a51-1 sets forth that that term “penny stock” shall mean any equity security, unless it fits within certain enumerated exclusions including (1) the company has net tangible assets of at least $5,000,001 (the “NTA Rule”) or (2) the company is listed on the Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Ace may avoid being deemed a penny stock issuer in reliance upon the NTA Rule or the Exchange Rule.

Ace is asking its stockholders to vote on the NTA Requirement Amendment Proposal now, because based on the pro forma financial statements of PubCo, PubCo may not be able to satisfy the NTA Rule.

If PubCo is not able to list its ordinary shares on Nasdaq, PubCo’s ordinary shares would likely then trade only in the over-the-counter market and the market liquidity of shares could be adversely affected and their market price could decrease. If PubCo’s ordinary shares were to trade on the over-the-counter market, selling PubCo’s ordinary shares could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could

be delayed, and we could face significant material adverse consequences, including: a limited availability of market quotations for our securities; reduced liquidity with respect to our securities; a determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities; a reduced amount of news and analyst coverage for PubCo; and a decreased ability to issue additional securities or obtain additional financing in the future. These factors could result in lower prices and larger spreads in the bid and ask prices for PubCo’s ordinary shares and would substantially impair our ability to raise additional funds and could result in a loss of institutional investor interest and fewer development opportunities for PubCo.

If the NTA Requirement Amendment Proposal (Proposal No. 6) is approved, and PubCo fails to have net tangible assets of at least $5,000,001 and PubCo is unable to list its ordinary shares on Nasdaq, then PubCo may be required to comply with the “penny stock rules” and this could negatively affect the market for PubCo securities and the ability of PubCo to raise capital following the Business Combination.

If the NTA Requirement Amendment Proposal (Proposal No. 6) is approved and PubCo fails to have net tangible assets of at least $5,000,001, but PubCo is able to list PubCo’s ordinary shares on Nasdaq, this would permit PubCo to avoid compliance with the “penny stock rules” and could affect our cash position following the Business Combination.

If the NTA Requirement Amendment Proposal (Proposal No. 6) is approved, there can be no guarantee that the PubCo will have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination, because PubCo can avoid being required to comply with the “penny stock rules” by listing PubCo’s ordinary shares on Nasdaq. Having net tangible assets of at least $5,000,001 is preferable to the alternative of having a lower amount of net tangible assets. As disclosed in the pro forma financial statements for PubCo herein, PubCo may not have net tangible assets of at least $5,000,001 immediately following the closing of the Business Combination. Notwithstanding the foregoing, we do not expect the approval of the NTA Requirement Amendment Proposal to have a material adverse effect on PubCo’s cash position following the closing of the Business Combination. It is anticipated that following the Business Combination, PubCo can and will be financed with cash flow from operations and equity and debt financings.

Ace’s shareholders who attempted to redeem their Public Shares may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.

If Ace requires public shareholders who wish to redeem their Public Shares in connection with the consummation of the Business Combination to comply with specific requirements for redemption as described in this proxy statement/prospectus and the Business Combination is not consummated, Ace will promptly return such certificates to its public shareholders. Accordingly, public shareholders who attempted to redeem their Public Shares in such a circumstance will be unable to sell their Public Shares in the event that the Business Combination is not consummated until Ace has returned their Public Shares to them. The market price for shares of the ACBA Ordinary Shares may decline during this time and you may not be able to sell your Public Shares when you wish, even while other shareholders that did not seek redemption may be able to sell their ACBA Ordinary Shares.

You must tender your ACBA Ordinary Shares in order to validly seek redemption at the Extraordinary General Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Ace’s transfer agent or deliver your ordinary shares electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, in each case within one (1) business day prior to the Extraordinary General Meeting. The requirement for physical or electronic delivery within one (1) business day prior to the Extraordinary General Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

An Ace shareholder who elects to dissent under Section 179 of the BVI BC Act and validly exercises its entitlement to payment of the fair value of the ACBA Ordinary Shares it holds following the procedures set forth above will not be entitled to have its ACBA Ordinary Shares redeemed. If an Ace shareholder has elected to have its ACBA Ordinary Shares redeemed but later elects to dissent, upon receipt of the written notice of such an Ace shareholder’s decision to elect to dissent, Ace shall instruct its transfer agent to return the ACBA Ordinary Shares (physically or electronically) delivered to the transfer agent in connection with such Ace shareholder’s demand for redemption to the Ace shareholder.

If third parties bring claims against Ace, the proceeds held in trust could be reduced and the per-share liquidation price received by Ace’s shareholders may be less than $11.55 per share.

Ace’s placing of funds in trust may not protect such funds from third party claims against Ace. Although Ace has received executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Company’s trust account for the benefit of Ace’s public shareholders from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business, such vendors, service providers and prospective target businesses may still seek recourse against the Company’s trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims that could take priority over those of Ace’s public shareholders. If Ace liquidates the Company’s trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, Ace Global Investment Limited (the “Sponsor”) has contractually agreed to ensure that the proceeds in the Company’s trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute or has not executed such a waiver of such claims. However, there can be no assurance from Ace or the Sponsor that they will be able to meet such obligation. Therefore, the per-share distribution from the Company’s trust account for our shareholders may be less than $11.55 per share due to any such claims.

Additionally, if Ace is deemed insolvent for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended, (the “Insolvency Act”) or we are required to immediately enter insolvent liquidation, the proceeds held in the Company’s trust account could be subject to applicable insolvency law and may be included in Ace’s insolvent estate and subject to the claims of third parties with priority over the claims of Ace’s shareholders. To the extent any insolvency claims deplete the Company’s trust account, Ace may not be able to return $11.55 per share to our public shareholders.

Any distributions received by Ace’s shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Ace was proven to be unable to pay its debts as they became due in the ordinary course of business.

Ace’s third amended and restated memorandum and articles of association provides if Ace is unable to consummate its initial business combination by January 8, 2024 (or April 8, 2024, if we extend the period of time to consummate the business combination), it will distribute the aggregate amount then on deposit in the Company’s trust account and wind up the Company’s affairs with a view to enter voluntary liquidation. If Ace is unable to consummate a transaction within the required time periods, upon notice from Ace, the trustee of the Company’s trust account will distribute the amounts held in its trust to Ace’s public shareholders. Concurrently, Ace shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Ace cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Company’s trust account for such purpose, the Sponsor has contractually agreed that if Ace liquidates prior to the consummation of a business combination, the Sponsor will ensure that the proceeds in the Company’s trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Ace for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute or has not executed a waiver of such claims.

Thereafter, Ace’s sole business purpose will be to wind up its affairs and enter a voluntary liquidation procedure under the BVI BC Act. In such a situation under the BVI BC Act, a liquidator would be appointed and within 14 days file a notice of appointment, declaration of solvency made by the directors, and a copy of the liquidation plan. Also within 30 days of commencement of the liquidation, the liquidator would advertise notice of his/her appointment by placing a public advertisement in one newspaper published and circulating in the BVI and at least one newspaper circulating in the place outside the BVI where it has its place of business, although in practice this advertising requirement need not necessarily delay the distribution of assets, as the liquidator may be satisfied that no creditors would be adversely affected as a consequence of a distribution before this advertising period has expired. As soon as the affairs of Ace are fully wound-up, the liquidator must make a return to the BVI Registrar of Corporate Affairs confirming the date on which the liquidation was completed and requesting a certificate of dissolution. Immediately following the issue of the certificate of dissolution, the liquidator shall publish in the BVI Official Gazette a notice that Ace has been struck off the Register of Companies and is dissolved. It is Ace’s intention to liquidate the Company’s trust account to its public shareholders as soon as reasonably possible and Ace’s insiders have agreed to take any such action necessary to liquidate the Company’s trust account and to dissolve Ace as soon as reasonably practicable if Ace does not consummate a business combination within the required time period. Pursuant to Ace’s third amended and restated memorandum and articles of association, failure to consummate a business combination within the required time period will trigger an automatic winding up, liquidation and subsequent dissolution of Ace.

If Ace is deemed insolvent, then there are also limited circumstances where prior payments made to shareholders or other parties may be deemed to be a “voidable transaction” for the purposes of the Insolvency Act if it was proved that immediately following the date on which the distribution was made, Ace was unable to pay its debts as they fell due in the ordinary course of business. A voidable transaction would be, for these purposes, payments made as “unfair preferences” or “transactions at an undervalue”, where a payment was at risk of being a voidable transaction, a liquidator appointed over an insolvent company could apply to the British Virgin Islands Court for an order, inter alia, for the transaction to be set aside as a voidable transaction in whole or in part. Furthermore, by paying public shareholders from the Company’s trust account prior to addressing the claims of creditors, Ace’s board of directors may be viewed as having breached its fiduciary duties and/or to have acted in bad faith, and thereby exposing itself and Ace to claims. Ace cannot assure you that claims will not be brought against it for these reasons.

The initial shareholders have agreed to vote in favor of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus, regardless of how Ace public shareholders vote.

Unlike many other blank check companies in which the initial shareholders agree to vote their shares in accordance with the majority of the votes cast by our public shareholders in connection with an initial business combination, the initial shareholders have agreed to vote any shares of ACBA Ordinary Share owned by them in favor of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus. As of the date of this proxy statement/prospectus, the initial shareholders own 42.38% of the issued and outstanding ACBA Ordinary Shares. Accordingly, the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus, in each instance, will require the affirmative vote in excess of 50% of the issued and outstanding ACBA Ordinary Shares present and entitled to vote at the Extraordinary General Meeting or any adjournment thereof. The initial shareholders have agreed to vote any ACBA Ordinary Shares owned by them in favor of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus and, accordingly, we would need only an excess of 261,590 Public Shares (or 7.62% of the issued and outstanding ACBA Ordinary Shares) to be voted in favor of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals described in this proxy statement/prospectus in order to have it approved (assuming that only a quorum was present at the meeting). As a result, it is more likely that the necessary shareholder approval will be received for the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals than it would be if the initial shareholders agreed to vote any ACBA Ordinary Shares owned by them in accordance with the majority of the votes cast by our public shareholders. While the initial shareholders have agreed to vote their shares in favor of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals, shareholders should consider that the initial shareholders may have interests that are different from, or in addition to, those of other shareholders, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate.

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm Ace’s business, financial condition and results of operations and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any shareholder litigation and/or regulatory investigations against Ace, whether or not resolved in Ace’s favor, could result in substantial costs and divert Ace’s management’s attention from other business concerns, which could adversely affect Ace’s business, financial condition and results of operations and the ultimate value the Ace’s shareholders receive as a result of the consummation of the Business Combination.

If Ace’s due diligence investigation of LEW was inadequate, then Ace’s shareholders following the Business Combination could lose some or all of their investment.

Even though Ace conducted a thorough due diligence investigation of LEW, it cannot be sure that this diligence uncovered all material issues that may be present inside LEW or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of LEW and its business and outside of its control will not later arise. Ace cannot assure you that the due diligence conducted in relation to LEW has identified all material issues or risks associated with the industry in which LEW competes. As a result of these factors, Ace may be exposed to liabilities and incur additional costs and expenses and may be forced to later write-down or

write-off assets, restructure its operations, or incur impairment or other charges that could result in it reporting losses. Even if Ace’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. If any of these risks materialize, then this could have a material adverse effect on Ace’s financial condition and results of operations and could contribute to negative market perceptions about Ace or its securities.

All of Ace’s officers and directors own ACBA Ordinary Shares which will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the business combination is appropriate.

All of Ace’s officers and directors own an aggregate of 85,000 shares of Ace. Such individuals have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the Company’s trust account if Ace is unable to consummate a business combination. Accordingly, the ACBA Ordinary Shares will be worthless if Ace does not consummate a business combination. Based on a market price of $[•] per one ACBA Ordinary Share on [•], 2023, the value of these shares are approximately $[•]. The ACBA Ordinary Shares acquired prior to the IPO will be worthless if Ace does not consummate a business combination. Consequently, the identification and selection of LEW as a suitable target business may result in a conflict of interest on part of Ace’s officers and directors when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Ace’s shareholders’ best interests.

The existence of financial and personal interests of one or more of Ace’s directors may result in a conflict of interest on the part of such director(s) between what they may believe is in the best interests of Ace and its shareholders and what they may believe is best for themselves in determining to recommend that shareholders vote for the proposals. In addition, Ace’s officers have interests in the Business Combination that may conflict with your interests as a shareholder.

Ace’s officers and directors, and the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate. Moreover, Ace’s officers and directors, and sponsor may realize a positive rate of return on such investments even if other public shareholders experience a negative rate of return following the Business Combination.

Ace’s officers and directors, and sponsor acquired an aggregate of 1,150,000 shares of Ace at a nominal price of $25,000, or approximately $0.022 per share. If Ace does not consummate a business combination by January 8, 2024 (or April 8, 2024, if we extend the period of time to consummate the business combination) (pursuant to Ace’s third amended and restated memorandum and articles of association), then Ace will be required to wind up our affairs and liquidate and the securities held by Ace’s insiders will be worthless because such holders have agreed to waive their rights to any liquidation distributions. Based on a market price of $[•] per one ACBA Ordinary Share on [•], 2023, the value of these shares was approximately $[•]. As a result, Ace’s officers and directors, and sponsor are likely to be able to make a substantial profit on their investment in Ace even when Ace’s public shares have lost significant value. On the other hand, if Ace liquidates without completing a business combination, they will likely lose their entire investment in Ace. Accordingly, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Moreover, given the difference in purchase price that Ace’s officers and directors, and sponsor paid for their insider shares as compared to the price of the public units sold in the IPO, Ace’s officers and directors, and sponsor may realize a positive rate of return on such investments even if other public shareholders experience a negative rate of return following the Business Combination.

Ace is requiring shareholders who wish to redeem their shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Ace is requiring public shareholders who wish to redeem their ordinary shares to either tender their share certificates to our transfer agent at any time at or prior to the Extraordinary General Meeting or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s (“DTC”), Deposit/Withdrawal at Custodian System (“DWAC”). In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Ace’s transfer agent will need to act to facilitate this request. It is Ace’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Ace does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks

to obtain a physical share certificate. Accordingly, if it takes longer than Ace anticipates for the delivery of physical certificates, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares. While Ace has been advised that it may take a shorter time to deliver shares through the DWAC System, Ace cannot assure you of this fact.

Ace will require its public shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Ace requires public shareholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Ace will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their ordinary shares in such a circumstance will be unable to sell their securities after the failed acquisition until Ace has returned their securities to them. The market price for ACBA Ordinary Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

The initial shareholders, including the officers and directors, control a substantial interest in Ace and thus may influence certain actions requiring a shareholder vote.

Ace’s initial shareholders, including all of its officers and directors, collectively own approximately 42.38% of Ace’s issued and outstanding ordinary shares. However, if a significant number of shareholders vote, or indicate an intention to vote, against the Business Combination, Ace’s officers, directors, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Ace’s initial shareholders have agreed to vote any shares they own in favor of the Business Combination.

If Ace’s security holders exercise their registration rights with respect to their securities, such selection may have an adverse effect on the market price of PubCo’s securities.

Ace’s initial shareholders are entitled to make a demand that Ace registers the resale of their insider shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of the Private Placement Units, Ace’s initial shareholders and officers are entitled to demand that Ace registers the resale of the shares underlying the Private Placement Units, private warrants and private rights and any securities that Ace’s initial shareholders, officers or their affiliates may be issued in payment of working capital loans made to Ace at any time after the consummation of a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,454,000 PubCo Ordinary Shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of PubCo Ordinary Shares after consummation of the Business Combination.

Ace will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

Ace will not obtain and is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. Ace’s public shareholders, therefore, must rely solely on the judgment of Ace’s board of directors.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of Ace’s securities may decline.

The market price of Ace’s securities may decline as a result of the Business Combination if:

•        Ace does not achieve the perceived benefits of the acquisition as rapidly as believed by, or to the extent anticipated by, financial or industry analysts; or

•        There are changes in the industries in which Ace and its customers operate;

•        There are developments involving Ace’s competitors;

•        There are changes in laws and regulations affecting its business; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing share prices.

Ace’s directors and officers may have certain conflicts in determining to recommend the acquisition of LEW, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

Ace’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the ACBA Ordinary Shares owned by Ace’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and Ace otherwise fails to consummate a business combination prior to its liquidation date.

The existence of financial and personal interests of one or more of Ace’s directors and officers may result in a conflict of interest on the part of such director(s) and officer(s) between what he, she or they may believe is in the best interests of Ace and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals.

Ace will incur significant transaction costs in connection with transactions contemplated by the Merger Agreement.

Ace will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Ace may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

Ace may waive one or more of the conditions to the Business Combination without resoliciting Ace’s shareholder approval for the Business Combination.

Ace may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Ace Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Ace Board determines that a waiver is not sufficiently material to warrant resolicitation of Ace’s shareholders, Ace has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to Ace’s obligations to close the Business Combination that there be no decree, order, judgment, writ, award, injunction, rule or consent of or by a Governmental Authority or other order restricting LEW’s conduct of its business, however, if the Ace Board determines that any such order or injunction is not material to the business of LEW, then the Ace Board may elect to waive that condition and close the Business Combination. However, the closing condition regarding PubCo’s obligation to remain listed on Nasdaq and the additional listing of the Merger Consideration Shares on Nasdaq may not be waived by the parties without recirculation or resolicitation.

The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus may not be indicative of what the combined company’s actual financial condition or results of operations would have been.

The unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed combined financial information was based upon available information and certain estimates and assumptions that Ace and LEW believe are reasonable. The unaudited pro forma condensed combined financial information reflects adjustments, which are based upon preliminary estimates. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Termination of the Merger Agreement could negatively impact Ace.

If the Business Combination is not consummated for any reason, including as a result of the Ace’s shareholders declining to approve the Proposals required to effect the Business Combination, the ongoing business of Ace may be adversely impacted and, without realizing any of the anticipated benefits of the consummation of the Business Combination, Ace would be subjected to a number of risks, including the following:

•        Ace may experience negative reactions from the financial markets, including negative impacts on the stock price of the ACBA Ordinary Shares and other securities, including to the extent that the current market price reflects a market assumption that the Business Combination will be consummated;

•        Ace will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is consummated; and

•        since the Merger Agreement restricts the conduct of Ace’s business prior to consummation of the Business Combination, Ace may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available.

If the Merger Agreement is terminated and the Ace Board seeks another business combination, Ace’s shareholders cannot be certain that Ace will be able to find another target business or that such other business combination will be consummated.

Ace’s shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares as consideration in the Business Combination. Having a minority share position may reduce the influence that Ace’s current shareholders may have on the management of PubCo.

After the Business Combination, assuming (i) there are no Ace shareholders who exercise their redemption rights or dissenter rights, (ii) there is no exercise of the PubCo Warrants, (iii) the Notes have been converted, (iv) the issuance of 165,000 PubCo Ordinary Shares to Apex as finder to the Business Combination, (v) there is issuance of 2,000,000 PIPE Shares, (vi) none of the initial shareholders or LEW shareholders purchase ACBA Ordinary Shares in the open market, and (vii) there are no other issuances of equity by Ace prior to or in connection with the consummation of the Business Combination, Ace’s sponsor will own approximately 10.82% of the issued share capital of PubCo, Ace’s current directors and officers will own approximately 0.50% of the issued share capital of PubCo, Ace’s current public shareholders will own approximately 11.58% of the issued share capital of PubCo, and LEW’s shareholders will own approximately 64.42% of the issued share capital of PubCo (comprising 100% of the Merger Consideration Shares, which includes the Holdback Shares and the 1,320,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan). Assuming redemption by holders of 1,977,179 ACBA outstanding Ordinary Shares, which assumes the maximum redemption of ACBA Ordinary Shares after giving effect to payments to redeeming shareholders, LEW’s shareholders will own approximately 72.86% of the issued share capital of PubCo (comprising 100% of the Merger Consideration Shares, which includes the Holdback Shares and the 1,320,000 PubCo Ordinary Shares reserved and authorized for issuance under the Incentive Plan), Ace’s sponsor will own approximately 12.24% of the issued share capital of PubCo, Ace’s current directors and officers will own approximately 0.56% of the issued share capital of PubCo, Ace’s current public shareholders will own 0% of the issued share capital of PubCo. The minority position of the former Ace’s shareholders will give them limited influence over the management and operations of the post-Business Combination company.

Activities taken by Ace’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals and may affect the market price of Ace’s securities.

The Sponsor or Ace’s executive officers, directors and advisors, or their respective affiliates, may purchase ACBA Ordinary Shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of the Sponsor or Ace’s executive officers, directors and advisors, or their respective affiliates, will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of the Sponsor or Ace’s executive officers, directors and advisors, or their respective affiliates, currently anticipates paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those shareholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor or Ace’s executive officers, directors and advisors, or their respective affiliates, or the price such parties may pay.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of ACBA Ordinary Shares by the persons described above would allow them to exert more influence over the approval of the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals and would likely increase the chances that the Business Combination would be approved. If the market does not view the Business Combination positively, purchases of the Public Shares may have the effect of counteracting the market’s view, which would otherwise be reflected in a decline in the market price of Ace’s securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of Ace’s securities.

As of the date of this proxy statement/prospectus, no agreements with respect to the private purchase of the Public Shares by Ace or the persons described above have been entered into. Ace will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the Sponsor or Ace’s officers, directors and advisors, or their respective affiliates, that would affect the vote on the Reincorporation Merger Proposal, the Acquisition Merger Proposal and the other Proposals.

Subsequent to the consummation of the Business Combination, Ace may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Ace has conducted due diligence on LEW, Ace cannot assure you that this diligence revealed all material issues that may be present in its business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Ace’s or LEW’s control will not later arise. As a result, we may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if Ace’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Ace’s preliminary risk analysis. Even though these charges may be non-cash items and may not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about PubCo’s securities. In addition, charges of this nature may cause PubCo to be unable to obtain future financing on favorable terms or at all.

Ace may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Certain companies requiring federal-issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Our Sponsor, Ace Global Investment Limited, is owned by Ms. Chan Yuen Wah and controlled by Mr. Jason Wong Kon Man, both of whom are non-U.S. persons and of Hong Kong nationality. Our Sponsor currently owns 42.38% of our outstanding shares. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as our Sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. Therefore, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is between us and a U.S. target company engaged in a regulated industry or which may affect national security. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination with a U.S. target company falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by January 8, 2024 (or up to April 8, 2024, if the time period is extended, as described herein) because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive approximately $11.55 per share, and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Ace may become subject to regulation under the Investment Company Act of 1940.

As of the date hereof, substantially all of the assets held in the Company’s trust account are held in money market funds, which primarily invest in U.S. Treasury Bills. There is uncertainty under the Investment Company Act of 1940 (the “Investment Company Act”) whether special purpose acquisition companies, or “SPACs,” could become subject to regulation under the Investment Company Act. The longer that the funds in the Company’s trust account are held in U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that Ace may be considered an unregistered investment company, in which case a claim could be made that Ace has been operating as an unregistered investment company. Accordingly, Ace may determine, in its discretion, to liquidate the securities held in the Company’s trust account at any time and instead hold all funds in the Company’s trust account in a bank deposit account in order to mitigate the risks of falling within the definition of “investment company” under the Investment Company Act.

If Ace is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, Ace would be subject to additional regulatory burdens and expenses for which Ace has not allotted funds and for which Ace would not have sufficient time to comply with prior to the expiration of its time to complete a business combination. As a result, if Ace is deemed to be an investment company, Ace would expect to abandon its efforts to complete an initial business combination and instead to liquidate and dissolve. If Ace is required to liquidate and dissolve, its investors would lose the opportunity to invest in a target company and would not be able to realize the benefits of owning shares in the post-business combination company, including the potential appreciation of Ace’s share price following such a transaction. In addition, in the event of Ace’s liquidation and dissolution, Ace’s warrants would expire worthless.

Risks Relating to the Business Combination

Going public through a business combination rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, we may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on our financial condition, results of operations and price of our ordinary shares, which could cause you to lose some or all of your investment.

Going public through a business combination rather than an underwritten offering, as LEW is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although Ace has conducted due diligence on LEW’s business, Ace cannot assure you that this due diligence has identified all material issues that may be present in LEW’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of LEW’s business and outside of Ace’s and LEW’s control will not later arise. As a result of these factors, the combined company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if Ace’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Ace’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the combined company’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. Accordingly, any of Ace’s shareholders who choose to remain shareholders of Ace following the Business Combination could suffer a reduction in the value of their shares and these shareholders are unlikely to have a remedy for the reduction in value.

Ace and LEW have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Ace regardless of whether the Business Combination is consummated or not.

Ace and LEW expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, Ace expects to incur approximately $1,000,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by Ace whether or not if the Business Combination is consummated.

In the event that a significant number of ACBA Ordinary Shares are redeemed, the PubCo Ordinary Shares may become less liquid following the Business Combination.

If a significant number of ACBA Ordinary Shares are redeemed, PubCo may be left with a significantly smaller number of shareholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected.

Ace or LEW may waive one or more of the conditions to the Business Combination without resoliciting Ace shareholders’ approval for the Business Combination.

Ace or LEW may agree to waive, in whole or in part, some of the conditions to their respective obligations to complete the Business Combination, to the extent permitted by applicable laws. Ace’s board of directors will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if Ace’s board of directors determines that a waiver is not sufficiently material to warrant resolicitation of Ace’s shareholders, Ace has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to Ace’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting LEW’s conduct of its business; however, if Ace’s board of directors determines that any such order or injunction is not material to the business of LEW, then Ace’s board of directors may elect to waive that condition and close the Business Combination without the need to resolicit proxies. Shareholders may not have certainty at the time they vote regarding whether PubCo’s securities will be listed on a national securities exchange following the Business Combination. However, the closing condition regarding PubCo’s obligation to remain listed on Nasdaq and the additional listing of the Merger Consideration Shares on Nasdaq may not be waived by the parties without recirculation or resolicitation.