Ace Global Business Acquisition Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
As approved by its shareholders at the Annual Meeting of Shareholders on April 2, 2024 (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, as amended on January 5, 2023 and September 19, 2023, with Continental Stock Transfer & Trust Company on April 2, 2024. Pursuant to the Trust Amendment, the Company has the right to further extend the time to complete a business combination a total of six (6) times for an additional one (1) month each time from April 8, 2024 to October 8, 2024 by depositing into the trust account for each one-month extension, the lesser of (i) $30,000 and (ii) an aggregate amount equal to $0.033 multiplied by the number of issued and outstanding Company ordinary share issued in the IPO that has not been redeemed (each, a “Public Share”)(each, an “Extension Payment”).
On April 5, 2024, the Company issued an unsecured promissory note in the aggregate principal amount of $30,000 (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 period of time the Company has to complete a business combination for an additional one (1) month period, from April 8, 2024 to May 8, 2024. 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 April 2, 2024, the Company filed an amended and restated memorandum and articles of association on April 3, 2024 (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 six (6) times for an additional one (1) month each time from April 8, 2024 to October 8, 2024.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 11, 2024, the record date for the Meeting, there were 3,431,179 ordinary shares of the Company entitled to vote at the Meeting. On April 2, 2024, the Company held the Meeting, of which 2,758,676 (or approximately 80.40%) of the ordinary shares of the Company entitled to vote, were represented in the Meeting either 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
Shareholders approved the proposal to amend and restate 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 six (6) times for an additional one (1) month each time from April 8, 2024 to October 8, 2024. 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 | |||
| 2,550,198 | 208,478 | 0 | 0 |
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2. Trust Amendment
Shareholders approved the proposal to amend the Company’s investment management trust agreement, dated April 5, 2021, as amended on January 5, 2023 and September 19, 2023, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to further extend the time to complete a business combination a total of six (6) times for an additional one (1) month each time from April 8, 2024 to October 8, 2024 by depositing into the trust account for each one-month extension, the lesser of (i) $30,000 and (ii) an aggregate amount equal to $0.033 multiplied by the number of issued and outstanding Public Share that has not been redeemed. 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 | |||
| 1,233,269 | 71,407 | 0 | 0 |
3. Election of Directors
Shareholders elected all of the five nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows:
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
| Eugene Wong | 2,758,676 | 0 | 0 | |||||||||
| Nicholas Xue-Wei Tan | 2,758,676 | 0 | 0 | |||||||||
| Robert Morris | 2,758,676 | 0 | 0 | |||||||||
| Yan Xu | 2,758,676 | 0 | 0 | |||||||||
| Leslie Chow | 2,757,269 | 1,407 | 0 | |||||||||
As there were sufficient votes to approve the above proposals, Proposal No. 4, the “Adjournment Proposal” described in the definitive proxy of the Company, which was filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 was not presented to the shareholders.
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Item 8.01. Other Events.
In connection with the shareholders vote at the Meeting, 841,669 ordinary shares were tendered for redemption. On April 5, 2024, 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 April 8, 2024 to May 8, 2024. Following such redemptions and the deposit of the extension payment described above, the amount of funds remaining in the trust account is approximately $13,784,882.98.
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 April 2, 2024 and filed with the BVI Registry of Corporate Affairs on April 3, 2024 | |
| 10.1 | Promissory Note dated April 5, 2024 | |
| 10.2 | Amendment to the investment management trust agreement, dated as of April 2, 2024, with Continental Stock Transfer & Trust Company | |
| 99.1 | Press Release dated April 8, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Ace Global Business Acquisition Limited | |
| Dated: April 8, 2024 | /s/ Eugene Wong |
| Eugene Wong | |
| Chief Executive Officer |
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