UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.02. Mutual Termination of a Material Definitive Agreement.
As previously disclosed, Ace Global Business Acquisition Limited, a British Virgin Islands company (“Ace”), entered into that certain Share Exchange Agreement, dated as of August 23, 2021 (as amended, supplemented or otherwise modified from time to time, the “Share Exchange Agreement”) with DDC Enterprise Limited (“DDC”) and Ka Yin Norma Chu, as representative of DDC’s shareholders (the “Shareholders’ Representative” and, collectively, the “Contracting Parties”) (the transaction being referred to herein as the “Business Combination”).
On July 11, 2022, Ace and DDC entered into that certain Mutual Termination of Share Exchange Agreement (the “Mutual Termination Agreement”) pursuant to which Ace and DDC mutually agreed to terminate the Share Exchange Agreement pursuant to Section 12.3(a) thereof. Except as otherwise set forth in the Share Exchange Agreement, none of the Contracting Parties shall have any further liability thereunder.
As a result of the mutual termination of the Share Exchange Agreement, the Share Exchange Agreement is of no further force and effect, with the exception of Section 8.5 (Confidentiality), Article XI (Dispute Resolution), Section 12.4 (Effect of Termination) and Article XIII (Miscellaneous) of the Share Exchange Agreement, each of which shall each survive the mutual termination of the Share Exchange Agreement and continue in full force and effect in accordance with their respective terms. Neither party will be required to pay the other a termination fee as a result of the mutual decision to enter into the Mutual Termination Agreement.
The mutual termination of the Share Exchange Agreement also terminates and makes void, including but not limited to, the Shareholder Support Agreement entered into between Ace and certain shareholders of DDC, which was executed concurrently with the Share Exchange Agreement.
Nonetheless, Ace shall continue to pursue the consummation of a business combination with an appropriate target.
The foregoing descriptions of the Share Exchange Agreement, the Mutual Termination Agreement and the Shareholder Support Agreement are not complete and are qualified in their entirety by reference to and the terms and conditions of, respectively, (i) the Share Exchange Agreement, a copy of which was previously filed as Exhibit 2.1 to Ace’s Current Report on Form 8-K on August 25, 2021, (ii) the Mutual Termination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein, and (iii) the Shareholder Support Agreement, a copy of which was previously filed as Exhibit 10.1 to Ace’s Current Report on Form 8-K on August 25, 2021.
Item 8.01. Other Events.
On July 12, 2022, Ace and DDC issued a joint press release announcing the mutual termination of the Share Exchange Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Mutual Termination of Share Exchange Agreement, dated as of July 11, 2022, by and among Ace Global Business Acquisition Ltd and DDC Enterprise Limited. | |
| 99.1 | Press Release, dated July 12, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
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 | |||
| By: | /s/ Eugene Wong | ||
| Name: | Eugene Wong | ||
| Title: | Chief Executive Officer | ||
| Dated: July 12, 2022 | |||
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