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Ace Global Business Acquisition Limited *

Ace Global Business Acquisition Limited *

Feb 9, 2021 by Matt Cianci

LIQUIDATION – 5/24/24 – LINK

  • The SPAC decided to liquidate the trust following the termination of the business combination.
    • The per-share redemption price was not mentioned

The below-announced combination was terminated on 5/24/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: LE Worldwide Limited [Terminated]

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: tbd

Ace Global Business Acquisition Limited proposes to combine with LE Worldwide Limited, a key component provider of data-enabled greenhouse farming solutions.

  • LE is a private company incorporated in the British Virgin Islands.
  • The Group, which originated as a light bulb manufacturer in Southern China in the 1940s, has become a leading Light-Emitting Diode (LED) business conglomerate with headquarters in Hong Kong.
  • LE is currently focusing on expanding its business into data-driven systems in Controlled Environment Agriculture (CEA), aiming to encompass an AG 4.0 ecosystem of offerings starting with the greenhouse farming space.

EXTENSION – 4/8/24 – LINK

  • The SPAC approved the extension from April 8, 2024 to October 8, 2024.
    • 841,669 ordinary shares were tendered for redemption.
    • $30K per month will be deposited into the trust account.

EXTENSION – 9/21/23 – LINK

  • The SPAC approved the extension from October 8, 2023 to April 8, 2024.
    • Redemptions were not disclosed.
    • $0.05/share per month will be deposited into the trust account.

EXTENSION – 1/9/23 – LINK

  • The SPAC approved the extension 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.
    • 2,264,453 shares were redeemed

TRANSACTION

  • As part of the transaction, Ace is seeking to secure cash proceeds exceeding $20 million from a PIPE, and the company will have a pre-money enterprise value of approximately $150 million at closing.
  • The Purchaser shall pay an aggregate consideration of $150,000,000 to the Company’s shareholders which shall be issued and divided into $10.00 per Ordinary Share of the Purchaser.
  • As part of the transaction, Ace will aim to secure cash proceeds exceeding US$20 million from a private investment in public equity, and the company will have a pre-money enterprise value of approximately $150 million at closing.

PIPE

  • As part of the transaction, Ace will aim to secure cash proceeds exceeding $20 million from a PIPE.

LOCK-UP

  • Lock-up agreements not filed at this time

EARNOUT

  • No earnout filed at this time

NOTABLE CONDITIONS TO CLOSING

  • No minimum cash closing condition

NOTABLE CONDITIONS TO TERMINATION

  • The Transaction may be terminated in the event that the Closing has not occurred by December 31, 2023 (the “Outside Closing Date”).

ADVISORS

  • DLA Piper LLP (US) is acting as legal advisor to Ace Global Business Acquisition Limited.
  • Loeb & Loeb LLP is acting as the legal advisor to LE Worldwide Limited.

SUBSEQUENT EVENT – 10/6/22 – LINK

  • On October 5, 2022, the Company dismissed Friedman LLP and engaged Marcum as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately.

EXTENSION – 9/29/22 – LINK

  • The Sponsor has deposited into the Company’s trust account an aggregate of $455,400 representing approximately $0.099 per ordinary share, in order to extend the period of time the Company has to complete a business combination for an additional 3 months period, from October 9, 2022 to January 8, 2023.

The below-announced combination was terminated on 7/12/22.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: DDC Enterprise Limited [Terminated 7/12/22]

ENTERPRISE VALUE: $300 million
ANTICIPATED SYMBOL: tbd

Ace Global Business Acquisition Limited proposes to combine with DDC Enterprise Limited, which is currently one of the leading content-driven lifestyle brands for young food lovers in Asian markets.

DDC and its subsidiaries, i.e. the Group, is a digital publisher and merchandiser company running the brand DayDayCook, which is currently one of the leading content-driven lifestyle brands for young food lovers. The main products of the Group are ready-to-heat (RTH), ready-to-cook (RTC) and plant-based food products, which bring convenience and quality food choices to the people. The Group produces culinary and lifestyle content across major social media platforms, promoting its products to attract and retain customers. By the end of July, it had 80 million active viewers, 5 million paid customers and two experience centers.

According to Guohai Securities research, the RTC market size is expected to grow at a CAGR of 20% to reach US$150 billion in 2027, driven by structural changes in consumer behavior and preferences. DDC is well positioned to capture this opportunity riding on its omni-channel sales strategy spanning across traditional e-commerce, social-commerce, and offline retailer networks. The company also has strategic partnerships with key manufacturers to build a strong yet nimble supply chain.

EXTENSION – 7/6/22 – LINK

  • Ace Global Investment Limited announced today that the Company’s sponsor has deposited into the Company’s trust account an aggregate of $455,400 (representing approximately $0.099 per ordinary share) in order to extend the period of time the Company has to complete a business combination for an additional 3 months period, from July 9, 2022 to October 8, 2022.
  • The promissory note bears no interest and is convertible into the Company’s units (with each unit consisting of one ordinary share, and one warrant to purchase one ordinary share) at a price of $10.00 per unit at the closing of a business combination by the Company.

EXTENSION – 3/28/22 – LINK

  • Ace Global Investment Limited, has deposited into the Company’s trust account an aggregate of $455,400 (representing approximately $0.099 per ordinary share) in order to extend the period of time the Company has to complete a business combination for an additional three (3) months period, from April 9, 2022 to July 8, 2022.

TRANSACTION

  • At the effective time of the transaction, DDC’s shareholders and management will receive 30 million shares of Ace’s ordinary shares.
  • In addition, DDC shareholders will be entitled to receive earnout consideration of up to an additional 3.6 million shares of Ace’s ordinary shares, subject to DDC achieving certain revenue targets and share price thresholds prior to certain future dates, as set forth in the Merger Agreement.
  • The deal gives DDC a base enterprise value of US$300 million and Ace and DDC will aim to raise a private investment in public equity (PIPE) of approximately US$30-40 million.
  • Assuming no shareholder redemption, the combined company will receive US$46.9 million cash from Ace’s trust account.

PIPE

  • DDC will aim to raise a private investment in public equity (PIPE) of approximately US$30-40 million.

EARNOUT

  • In the event that the Purchaser’s revenue exceeds:
    • (i) forty-one million dollars ($41,000,000) for the fiscal year ended December 31, 2021 (as evidenced by and pursuant to the audited financial statement of the Purchaser for the fiscal year ended 2021), then Company Management shall receive one million (1,000,000) Earnout Shares
    • (ii) sixty-six million dollars ($66,000,000) for the fiscal year ended December 31, 2022 (as evidenced by and pursuant to the audited financial statement of the Purchaser for the fiscal year ended 2022), then Company Management shall receive one million (1,000,000) Earnout Shares
    • (iii) one hundred eighteen million dollars ($118,000,000) for the fiscal year ended December 31, 2023 (as evidenced by and pursuant to the audited financial statement of the Purchaser for the fiscal year ended 2023), then Company Management shall receive one million (1,000,000) Earnout Shares.
  • In addition, in the event that the volume weighted-average per-share trading price of the Purchaser Ordinary Shares is at or above eighteen dollars ($18.00) per share for twenty (20) consecutive trading days in any twenty (20)-day continuous trading period starting on the day of Closing and ending on December 31, 2025, then Company Management shall receive six hundred thousand (600,000) Earnout Shares.

NOTABLE CONDITIONS TO CLOSING

  • All available amounts in the trust account established by the Purchaser in connection with the consummation of its initial public offering, the Purchaser shall have in cash an amount equal to or exceeding fifteen million dollars ($15,000,000).

NOTABLE CONDITIONS TO TERMINATION

  • February 1st, 2022 (the “Outside Closing Date”)

ADVISORS

  • The Benchmark Company, LLC and Brookline Capital Markets, a Division of Arcadia Securities, LLC are acting as financial advisors to the Company for this transaction.
  • DLA Piper LLP is acting as legal advisor to Ace Global Business Acquisition Limited.
  • Loeb & Loeb LLP is acting as the legal advisor to DDC Enterprise Limited.

MANAGEMENT & BOARD

Executive Officers

Eugene Wong, 33
Director, Chief Executive Officer, and Chairman

Mr. Wong joined Whiz Partners Inc. in May 2013 and is currently the managing director of Whiz Partners Asia and the partner and chief investment officer of the China Hero PJ Fund. Mr. Wong has a wide range of experience both in the financial and gaming industry for over a decade. During his time at Whiz Partners, he became chief investment officer of the China Hero Fund, an incubation program to support Chinese developers to create the next blockbuster console game on the PlayStation platform. China Hero Fund is an exclusive collaboration with Sony Interactive Entertainment, one of the largest console gaming companies in the world. During his time at Whiz Partners Asia, he also personally oversaw the injection of multiple Japanese technology companies in audio middleware, debugging and testing and graphics renderings into the China market to improve the quality of games. Prior to his role at Whiz Partners, he spent two years as a merger and acquisitions analyst at CDC Software Inc. (NASDAQ: CDCS) from August 2009 to May 2011, where he worked closely with the senior management team to conduct financial analysis, due diligence and deal structuring. He then spent one year as an investment analyst at World Bank Group from August 2012 to May 2013, where he gained experience in market analysis and creating valuations to identify favorable investment opportunities. Mr. Wong obtained his Master of Business Administration degree from the MIT Sloan-Tsinghua Program at Tsinghua University in May 2013, and his Bachelor of Arts in Economics degree in University of Chicago in July 2009.

Nicholas Xue-Wei Tan, 31
Chief Financial Officer

Mr. Tan has had a wide range of experience in management and operating roles in e-commerce, consulting, consumer retail and energy production companies. He has been a partner at East Ocean Capital, an investment holding company focused on consumer, education and healthcare sectors since June 2015. Beginning from February 2018, Mr. Tan is also a director of the board of Zhejiang Jianqiao Energy Co. Ltd, and is responsible for the development of the $150 million seminal crude oil terminal at Ningbo-Zhoushan Port. From January 2016 to January 2018, he was the vice president of China Mall Group, South Africa’s largest group of Chinese malls. He oversaw the launch of 150,000 msg Home Africa mall in Johannesburg, South Africa. Prior to this role, he was one of the co-founders of Shopee, one of the most popular e-commerce platforms in Southeast Asia. As the regional operations director of Shopee, he managed the business operations and product development across Thailand, Philippines, Singapore, Taiwan, Malaysia, Vietnam and Indonesia. Shopee was later acquired by Sea Group. Mr. Tan also worked as an associate consultant at Bain & Company, specializing in consumer retail and private equity from January 2013 to April 2015. In 2012, he also served as a policy analyst at the Ministry of Health, PRC, where he advised on nationwide health policies and helped author multiple research papers published in leading medical journals. Mr. Tan obtained his bachelor’s degree in biology at Harvard University.

Board of Directors

Robert Morris, 32
Independent Director 

Mr. Morris has had over a decade of experience working in the banking and investment industries with experience in trading convertible bonds. He is currently a portfolio manager at Oasis Management, a private investment fund management company with $1.2 billion of assets under management. From June 2010 to October 2016, he worked at UBS Investment Bank in both London and Hong Kong. He spent the first 2 years in London where he was a convertible bond trader focused in the technology, telecoms, and real estate market. In June 2012, he moved to UBS’s Hong Kong office where he specialized in high yield credit, distressed convertible bonds, and trading special situation convertibles. He also helped advise bankers and capital market groups on looking for optimal solutions to refinance under difficult financial situations. In 2013, he was promoted to be the associate director where he managed risk management, marketing making and proprietary trading in pan-Asian convertible bonds. Mr. Morris graduated from London School of Economics with a Bachelor’s in Economics with 1st class honors in 2009. After which, he obtained his CFA license.

Yan Xu, 38
Independent Director 

Ms. Xu has had over 6 years of experience working in the Chinese gaming market and in a variety of industries in the Japanese market. She has also worked closely with top executives in PRC companies. Since February 2014, Ms. Xu has served as the head of the Japanese division for Whiz Partners Asia Ltd where she worked closely with Japanese companies to help identify potential Chinese partners to expand their business operations. She has also been the vice president of the China Hero Fund project, one of the first funds created to support game developers in China since 2016. This project was a collaboration with Sony Interactive Entertainment, one of the largest gaming companies in the world. Throughout the process, she worked closely with Sony to conduct due diligence and screen potential candidates. She was also responsible for post-investment tracking of the funds’ invested projects where she worked closely with co-GP Haikun Capital (a subsidiary of Haiyan Group) to track the financial progress, monitor development, launch milestones etc. Prior to her role, she worked as the assistant to the chief executive officer for Blue Ridge China, where she was responsible for post-investment tracking. Between 2008 to 2011, she worked at SinoCom Software Group Ltd. as secretary to the Third Division and Team Leader of the Translation Department. Ms. Xu also spent 3 years working at Neusoft Group Co. Ltd as secretary of business software division and team leader of translation department. She graduated from Dalian University of Foreign Studies with a Bachelors in Japanese in July 2003, and from Jilin University with a minor in law in July 2005.

Leslie Chow, 37
Independent Director

Mr. Chow specializes in helping companies based in China and the Asia Pacific region to publicly list in US, Hong Kong and Australia equity markets as well as providing financial consulting services. He has been the co-founder ZHEN, a blockchain app for art authentication since July 2020 and chief financial officer of Phase Scientific International Limited, a biotech startup that specializes in improving performance of point-of-care and lab-based diagnostics since August 2019. He has also been an independent non-executive director for Golden Power Group Holdings (HKex:3919) since July 2015. Prior to these roles, he worked at Takung Art Co., Ltd, first as a consultant and then as chief financial officer where he managed and controlled all financial related activities for the company from August 2015 to August 2019. From April 2009 to August 2015, he was a partner at Albeck Financial Services where he managed the Asia-Pacific office focusing on companies that want to be publicly listed and also offering financial consultation in merger and acquisitions transactions, valuation of financial instruments, financial statements, cross-border equity and GAAP. From 2005-2009, he was a senior auditor at Deloitte & Touche LLP where he facilitated multinational audit engagements in internal control procedures and reporting. He graduated from University of California Santa Barbara with a Bachelor’s in Business Economics with an emphasis in Accounting in 2005. He has also obtained his CPA license and passed the CFA level 2 examination.

ByMatt Cianci