Ace Global Business Acquisition Ltd

The fifth identical monthly step since November 2, 2023, each at $98,858.95, cumulatively about $494,000 of sponsor notes convertible into units at $10.00. No target, trust balance or outside date beyond the month purchased is stated in any of them.

The fourth identical monthly step since November 2, 2023, each at $98,858.95 and each funded by a convertible sponsor note. Nothing in this report states a target, a trust balance or an outside date beyond the month just purchased.

The third identical monthly step since November 2, each at $98,858.95 and each paid with a convertible sponsor note rather than company cash. Cumulatively the sponsor now holds notes convertible into units at $10.00 across three deposits, so the dilution from extending compounds one month at a time.

The second identical monthly step in twelve days, at the same $98,858.95. Note that the November 6 report described the preceding step as running from November 9 to December 8, 2023, while this one starts from December 9 — the two stated windows do not join exactly. Each step is bought with a convertible sponsor note rather than cash the company must repay.

A funded one-month extension: the deposit was made and the filing states the resulting date. The consideration is a sponsor note convertible into IPO-style units (share plus warrant component) at $10.00, so each monthly step buys time in exchange for potential dilution rather than cash repayment.

The monthly cost has fallen from $116,777.35 to $98,858.95 because the payment is priced on the shares that remain, and 358,368 shares redeemed at the September 19 meeting. The filing states that after those redemptions and this deposit the trust would hold approximately $22,685,757.39 — a figure it frames conditionally rather than as a completed balance.

A 27% cut in headline consideration, five months before this SPAC's monthly extension payments would otherwise run out, and it comes after Amendment No. 1 of July 6, 2023 replaced third-party escrow with holdbacks. This filing quantifies that holdback for the first time: 5% of consideration, so $5.5 million of the $110 million is withheld and $104.5 million in shares is issued at closing.

A listing deficiency closed rather than opened — the deficiency ran for roughly six months and is now cured on the company's own submission of holder information. The filing states no holder count and no method, so how compliance was demonstrated is not readable from this document. The registrant has been funding monthly $116,777.35 trust deposits through this period to keep its combination period alive.

A third consecutive month at $116,777.35, taking the sponsor's convertible extension paper to roughly $350,000 at $10.00 per unit across the June, July and August notes. The stated periods again do not join up: the July note ran 'to September 8, 2023' and this one begins 'September 9, 2023' but ends October 8 rather than October 9, so the month boundaries drift by a day each time. The date this filing establishes is October 8, 2023.

The second consecutive month at the same price, $116,777.35, funded by the sponsor as a convertible loan. Note the dates across the two filings do not join up cleanly: the June 13 note was described as extending 'from July 9, 2023 to August 8, 2023' and this one as running 'from August 9, 2023 to September 8, 2023', so a day is unaccounted for between the two stated periods. The date this filing establishes is September 8, 2023.

Two changes that cut in opposite directions for public holders. Making the Nasdaq listing condition non-waivable by the target protects them: the combined company cannot close its way onto no exchange at the target's election. Replacing escrow with holdback weakens the indemnity: escrowed shares sit with a third party, whereas a holdback is consideration the buyer simply does not issue, and the report gives no amount or duration for either arrangement.

The price of a month is stated exactly: $116,777.35 into the trust, funded by the sponsor as a loan rather than from company cash. The date this filing establishes is August 8, 2023; it says nothing about how many further months are available. The conversion right is the dilution term — at $10.00 the sponsor can take IPO-identical units, so an extension financed this way is paid for by public holders in shares if a combination closes.

This is the registrant's third auditor arrangement in roughly eight months — Friedman, then Marcum from October 5, 2022, now Adeptus. The one qualification the filing does disclose is substantive: Marcum's report on the fiscal 2022 financial statements was not adverse, disclaimed or qualified EXCEPT for an uncertainty about the registrant's ability to continue as a going concern. The 'no disagreement' statement is the standard Item 4.01 representation.

3,000,000 of those shares are to be issued and held in escrow to satisfy indemnification obligations of DDC and its current shareholders, so a tenth of the consideration is contingent. The Rule 0-11 value of $300,000,000, on which $27,810 was paid, rests on $10.00 per share described as the average of the high and low prices reported on the Nasdaq Capital Market — but the measuring date is left blank, as are the record date and the last sale price, so the only price in the document arrives without the date that would let a reader check it.

What changed: Item 1.02 / Item 8.01. On May 24, 2024 Ace Global Business Acquisition Limited and LE Worldwide Limited entered a Mutual Termination Agreement terminating the December 23, 2022 Merger Agreement under Section 14.1(a), effective that day. The stated reason is concern over the target's ability to continue operating post-combination given a significant revenue decline, liquidity issues with certain bank financings, and a winding-up petition served on April 12, 2024 on the target's related-party manufacturer and main supplier. The board also determined Ace will liquidate and dissolve. Why it matters: Ace will redeem all public ordinary shares issued in its IPO and work with the trustee to effect liquidation under its charter; warrants carry no redemption rights or liquidating distribution and will expire worthless. This lands the day Nasdaq suspended its securities under IM-5101-2, and the termination reasons are unusually specific about the target's distress.

What changed: Item 3.01. Ace Global Business Acquisition Limited had received a March 28, 2024 Nasdaq notice that its units, ordinary shares and warrants would be suspended and delisted from April 8, 2024 for non-compliance with IM-5101-2 (business combination within 36 months of IPO registration effectiveness), and had requested a Hearings Panel review. It has now withdrawn that request, and on May 22, 2024 Nasdaq's Office of General Counsel confirmed the withdrawal and said the securities will be suspended at the open on May 24, 2024, with a Form 25 to follow. Why it matters: Withdrawing the panel request ends the only process that could have stayed the suspension, so delisting proceeds by the company's own choice. IM-5101-2 is the hard 36-month wall that no extension vote or trust deposit can reach past.

What changed: Item 2.03, incorporated into Item 1.01, plus Item 8.01. On April 16, 2024 Ace Global Business Acquisition issued an unsecured promissory note of $30,000 to its IPO sponsor, Ace Global Investment Limited, in exchange for the sponsor depositing that amount into the trust account to extend the time to complete a business combination by one additional month, stated as from May 9, 2024 to June 8, 2024. The note bears no interest, matures on the closing of a business combination, and may be converted by the holder into IPO-identical units at $10.00 per unit. Why it matters: The monthly deposit falls from $98,858.95, paid for each step from November 2023 through March 2024, to $30,000 — a drop of about 70% in what the sponsor adds to trust per month of extension. The step is bought while the company is under a Nasdaq IM-5101-2 delisting notice for exceeding 36 months since IPO effectiveness, stayed only by its hearing request.

What changed: Item 3.01. On March 28, 2024 Ace Global Business Acquisition received notice from Nasdaq Listing Qualifications staff that unless it timely requests a hearing before the Nasdaq Hearings Panel, its units, ordinary shares and warrants would be SUSPENDED and delisted from the Nasdaq Capital Market at the opening of business on April 8, 2024, for non-compliance with IM-5101-2, which requires a SPAC to complete a business combination within 36 months of the effectiveness of its IPO registration statement. The company intends to request a hearing, which will stay any suspension pending the hearing. Why it matters: The 36-month limit is a hard ceiling the company's own monthly extension mechanism cannot reach past: it has been buying one month at a time at $98,858.95 since November 2023 and has no announced target. A hearing stay preserves the listing only while the Panel considers the case.

What changed: Ace Global Business Acquisition Limited called an annual meeting for April 2, 2024 at 10:00 a.m. local time at Jardine House in Hong Kong to approve a charter amendment extending the deadline to complete a business combination six times, one month each, from the current termination date of April 8, 2024 to October 8, 2024, together with an amendment to the trust agreement previously amended on September 19, 2023. For each one-month extension the company must deposit into the trust the lesser of $30,000 and $0.033 multiplied by the number of unredeemed public shares. Why it matters: This is a further extension on a vehicle that already amended its trust agreement in September 2023, so the SPAC has been searching well past its original deadline with no target named in this document. The deposit is capped at $30,000 a month, a token amount that leaves the per-share redemption floor essentially flat while time passes, meaning holders who wait earn almost no accretion for the delay. Redemption at the deposited trust value remains available at this vote and is the only certain outcome; the alternative is six more months of waiting for a deal that may never be announced.