Item 7.01 Regulation FD Disclosure
In accordance with Regulation FD, Ace Global Business Acquisition Limited
("ACBA") and DDC Enterprise Limited ("DDC") hereby furnish an updated investor
presentation, dated March 2022, which is attached hereto as Exhibit 99.1 (the
"Investor Presentation") and will be used by ACBA and DDC with respect to their
previously announced business combination transaction ("Business Combination").
The information contained in the Investor Presentation is summary information
that is intended to be considered in the context of filings made by ACBA with
the Securities and Exchange Commission ("SEC") and other public announcements
that ACBA or DDC may make, by press release or otherwise, from time to time.
ACBA undertakes no duty or obligation to publicly update or revise any
information contained in the Investor Presentation, although it may do so from
time to time. Any such updates may be made through the filing of reports or
documents with the SEC, through press releases or through other public
disclosure.
The information in this Item 7.01, including Exhibit 99.1, is furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of ACBA under the Securities Act or the Exchange Act,
regardless of any general incorporation language in such filings. This Current
Report will not be deemed an admission as to the materiality of any information
of the information in this Item 7.01, including Exhibit 99.1.
Important Information and Where to Find It
In connection with the proposed Business Combination, ACBA filed relevant
materials with the SEC, including a proxy statement on Schedule 14A, including a
preliminary proxy statement. Promptly after filing its definitive proxy
statement with the SEC, ACBA will mail or email the definitive proxy statement
and a proxy card to each shareholder entitled to vote at the meeting of its
shareholders relating to the Business Combination and the transactions
contemplated therewith.
INVESTORS AND SHAREHOLDERS OF ACBA ARE URGED TO READ THESE MATERIALS (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN
CONNECTION WITH THE BUSINESS COMBINATION TRANSACTION THAT ACBA WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ACBA, DDC AND THE BUSINESS
COMBINATION.
Shareholders will also be able to obtain a copy of the preliminary proxy
statement and definitive proxy statement once they are available, without
charge, at the SEC's website at www.sec.gov or by directing a request to ACBA at
6/F Unit B, Central 88, 88-89 Des Voeux Road Central, Central, Hong Kong. This
press release shall not constitute a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Business
Combination. Please call the SEC at 1-800-SEC-0330 or visit the SEC's website
for further information on its public reference room.
Participants in the Solicitation
ACBA, DDC and their respective directors and officers and representatives or
affiliates may be deemed participants in the solicitation of proxies of ACBA's
shareholders in connection with the Business Combination and the transactions
contemplated therein. ACBA's shareholders and other interested persons may
obtain, without charge, more detailed information regarding the directors and
officers of ACBA in the final prospectus of ACBA, which was filed with the SEC
on April 5, 2021. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to ACBA's shareholders in
connection with the Business Combination will be set forth in the proxy
statement for the Business Combination when available. Additional information
regarding the interests of participants in the solicitation of proxies in
connection with the Business Combination will be included in the proxy statement
that ACBA intends to file with the SEC and other documents furnished or filed
with the SEC by ACBA.
DDC and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of ACBA in
connection with the proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their interests in
the proposed Business Combination will be included in the proxy statement for
the proposed Business Combination.
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Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein (this "Current Report") contain certain "forward-looking statements"
within the meaning of the Securities Act of 1933 and the Securities Exchange Act
of 1934, both as amended by the Private Securities Litigation Reform Act of
1995. Forward-looking statements can be identified by words such as: "target,"
"believe," "expect," "will," "shall," "may," "anticipate," "estimate," "would,"
"positioned," "future," "forecast," "intend," "plan," "project" and other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters. Examples of forward-looking statements
include, among others, statements made in this Current Report regarding the
proposed transactions contemplated by the Business Combination, including
integration plans, expected synergies and revenue opportunities, anticipated
future financial and operating performance and results, including estimates for
growth, the expected management and governance of the combined company, and the
expected timing of the Business Combination. Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are
based only on ACBA's and DDC's managements' current beliefs, expectations and
assumptions. Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of our control. Actual
results and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence of any
event, change, or other circumstances that could give rise to the termination of
the Business Combination, including the termination of the share exchange
agreement effecting the Business Combination (the "Share Exchange Agreement");
(2) the outcome of any legal proceedings that may be instituted against ACBA and
DDC following the announcement of the Share Exchange Agreement and the
transactions contemplated therein; (3) the inability to complete the proposed
Business Combination, including due to failure to obtain approval of the
shareholders of ACBA and DDC, certain regulatory approvals, or satisfy other
conditions to closing in the Share Exchange Agreement; (4) the occurrence of any
event, change, or other circumstance that could give rise to the termination of
the Share Exchange Agreement or could otherwise cause the transaction to fail to
close; (5) the impact of COVID-19 pandemic on DDC's business and/or the ability
of the parties to complete the proposed Business Combination; (6) the inability
to obtain or maintain the listing of ACBA's shares of its Common Stock on Nasdaq
following the proposed Business Combination; (7) the risk that the proposed
Business Combination disrupts current plans and operations as a result of the
announcement and consummation of the proposed Business Combination; (8) the
ability to recognize the anticipated benefits of the proposed Business
Combination, which may be affected by, among other things, competition, the
ability of DDC to grow and manage growth profitably, and retain its key
employees; (9) costs related to the proposed Business Combination; (10) changes
in applicable laws or regulations; (11) the possibility that ACBA or DDC may be
adversely affected by other economic, business, and/or competitive factors;
(12) risks relating to the uncertainty of the projected financial information
with respect to DDC; (13) risks related to the organic and inorganic growth of
DDC's business and the timing of expected business milestones; (14) the amount
of redemption requests made by ACBA's shareholders; and (15) other risks and
uncertainties indicated from time to time in the final prospectus of ACBA for
its initial public offering dated March 29, 2021 filed with the SEC and the
proxy statement on Schedule 14A relating to the proposed Business Combination,
including those under "Risk Factors" therein, and in ACBA's other filings with
the SEC. ACBA cautions that the foregoing list of factors is not exclusive. ACBA
and DDC caution readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. ACBA and DDC do not undertake
or accept any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements to reflect any change in its their
expectations or any change in events, conditions, or circumstances on which any
such statement is based, except as required by law.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished herewith:
Exhibit No. Description
99.1 Investor Presentation, dated March 2022.
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