Item 1.01 Entry into a Material Definitive Agreement
As approved by its shareholders at the Annual Meeting of Shareholders on January
5, 2023 (the "Meeting"), Ace Global Business Acquisition Limited (the "Company"
or "Ace") entered into an amendment (the "Trust Amendment") to the investment
management trust agreement, dated April 5, 2021, with Continental Stock Transfer
& Trust Company on January 5, 2023. Pursuant to the Trust Amendment, the Company
has the right to extend the time to complete a business combination a total of
five (5) times, as follows: (i) two (2) times for an additional three (3) months
each time from January 8, 2023 to July 8, 2023 by depositing into the trust
account $0.15 for each three-month extension for each issued and outstanding
Company ordinary share issued in the IPO that has not been redeemed (each, a
"Public Share"), followed by (ii) three (3) times for an additional one (1)
month each time from July 8, 2023 to October 8, 2023 by depositing into the
trust account $0.05 for each one-month extension for each issued and outstanding
Public Share (each, an "Extension Payment").
On January 5, 2023, the Company issued an unsecured promissory note in the
aggregate principal amount of $350,332.05 (the "Note") to Ace Global Investment
Limited, the Company's initial public offering sponsor ("Sponsor"), in exchange
for Sponsor depositing such amount into the Company's trust account in order to
extend the amount of time it has available to complete a business combination.
The Note does not bear interest and matures upon the closing of a business
combination by the Company. In addition, the Note may be converted by the holder
into units of the Company identical to the units issued in the Company's initial
public offering at a price of $10.00 per unit.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its shareholders at the Meeting on January 5, 2023, the Company
filed an amended and restated memorandum and articles of association on January
5, 2023 (the "Charter Amendment"), giving the Company the right to extend the
date by which it has to complete a business combination up to a total of five
(5) times, as follows: (i) two (2) times for an additional three (3) months each
time from January 8, 2023 to July 8, 2023, followed by (ii) three (3) times for
an additional one (1) month each time from July 8, 2023 to October 8, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 5, 2023, the Company held the Meeting. On December 1, 2022, the
record date for the Meeting, there were 6,054,000 ordinary shares of Ace
entitled to be voted at the Meeting, 83.21% of which were represented in person
or by proxy.
The final results for each of the matters submitted to a vote of Company
shareholders at the Meeting are as follows:
1. Charter Amendment
Proposal No. 1A
Shareholders approved the proposal to amend the Company's amended and restated
memorandum and articles of association, giving the Company the right to extend
the date by which it has to complete a business combination up to a total of
five (5) times, as follows: (i) two (2) times for an additional three (3) months
each time from January 8, 2023 to July 8, 2023, followed by (ii) three (3) times
for an additional one (1) month each time from July 8, 2023 to October 8, 2023.
Approval of the Charter Amendment required the majority of the votes of the
shares which were present in person or by proxy and entitled to vote thereon at
the Meeting. The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
5,035,895 0 1,400 0
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Proposal No. 1B
Shareholders approved the proposal to introduce provisions where the Company can
hold shareholders and directors meetings by virtual conferencing or other
electronic facilities The voting results were as follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
5,035,895 0 1,400 0
2. Trust Amendment
Shareholders approved the proposal to amend the Company's investment management
trust agreement, dated April 5, 2021, by and between the Company and Continental
Stock Transfer & Trust Company to allow the Company to extend the time it has to
complete a business combination a total of five (5) times, as follows: (i) two
(2) times for an additional three (3) months each time from January 8, 2023 to
July 8, 2023 by depositing into the trust account $0.15 for each three-month
extension for each issued and outstanding Public Share that has not been
redeemed, followed by (ii) three (3) times for an additional one (1) month each
time from July 8, 2023 to October 8, 2023 by depositing into the trust account
$0.05 for each one-month extension for each issued and outstanding Public Share.
Approval of the Trust Amendment required approval by the affirmative vote of
holders of at least a majority of the Company's ordinary shares sold in the IPO,
excluding the founder shares and private shares. The voting results were as
follows:
FOR AGAINST ABSTAIN BROKER NON-VOTES
3,581,895 0 1,400 0
3. Election of Directors
Shareholders elected all of the five nominees for directors to serve until the
next annual meeting of shareholders. The voting results were as follows:
BROKER
FOR AGAINST NON-VOTE
Eugene Wong 4,737,295 300,000 0
Nicholas Xue-Wei Tan 5,035,895 1,400 0
Robert Morris 5,035,895 1,400 0
Yan Xu 5,035,895 1,400 0
Leslie Chow 5,035,895 1,400 0
As there were sufficient votes to approve the above proposals, Proposal No. 4,
the "Adjournment Proposal" described in the definitive proxy of Ace, which was
filed with the Securities and Exchange Commission (the "SEC") on December 20,
2022 was not presented to shareholders.
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Item 8.01. Other Events.
In connection with the shareholders vote at the Meeting, 2,264,453 ordinary
shares were tendered for redemption. On January 5, 2023, the Company made a
deposit to the trust account as provided above and extended the amount of time
it has available to complete a business combination from January 8, 2023 to
April 8, 2023. Following such redemptions and the deposit of the extension
payment described above, the amount of funds remaining in the trust account is
approximately $25.2 million.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
Exhibit No. Description
3.1 Amended and restated memorandum and articles of association of Ace
Global Business Acquisition Limited, adopted by shareholders of the
Company on January 5, 2023 and filed with the BVI Registry of Corporate
Affairs on January 5, 2023
10.1 Promissory Note dated January 5, 2023
10.2 Amendment to the investment management trust agreement, dated as of
January 5, 2023, with Continental Stock Transfer & Trust Company
99.1 Press Release dated January 9, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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