UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2022~~2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-~~40132~~40309

ACE GLOBAL BUSINESS ACQUISITION LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway, Admiralty, Hong Kong		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (852) 2151 5198 / 2151 5598

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Ordinary Share, par value $0.001 per share, and one Redeemable Warrant entitling the holder to receive one Ordinary share	ACBAU	Nasdaq Capital Market
Ordinary Shares	ACBA	Nasdaq Capital Market
Warrants	ACBAW	Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐

As of December 3031, ~~2022~~2023, the aggregate market value of the Registrant’s ordinary shares held by non-affiliate of the Registrant was $2423,~~803~~390,~~509~~028.

As of March 278, ~~2023~~2024, the number of shares issued and outstanding of the Registrant’s ordinary shares was 3,~~789~~431,~~547~~179.

DOCUMENTS INCORPORATED BY REFERENCE

None.

ACE GLOBAL BUSINESS ACQUISITION LIMITED

Annual Report on Form 10-K for the Year Ended December 31, ~~2022~~2023

PART I		1	1
Item 1.	Business	1	1
Item 1A.	Risk Factors	15	15
Item 1B.	Unresolved Staff Comments	20	20
Item 2.	Properties		20
ITEM 1C.	CYBERSECURITY	21
Item 3.	Legal Proceedings		20
Item 2.	Properties	21
Item 4.	Mine Safety Disclosures		20
Item 3.	Legal Proceedings	21
PART II			21
Item 4.	Mine Safety Disclosures	21
Item 5.	Market for Registrant’s COMMON EQUITY, Related Shareholder Matters and Issuer Purchases of Equity Securities		21
PART II		22
Item 6.	RESERVED		21
Item 5.	Market for Registrant’s COMMON EQUITY, Related Shareholder Matters and Issuer Purchases of Equity Securities	22
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		22
Item 6.	RESERVED	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 8.	Financial Statements and Supplementary Data		25
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		25
Item 8.	Financial Statements and Supplementary Data	26
Item 9A.	Controls and Procedures		25
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9B.	Other Information		26
Item 9A.	Controls and Procedures	26
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS		26
Item 9B.	Other Information	27
PART III			27
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	27
Item 10.	Directors, Executive Officers and Corporate Governance		27
PART III		28
Item 11.	Executive Compensation		32
Item 10.	Directors, Executive Officers and Corporate Governance	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		33
Item 11.	Executive Compensation	33
Item 13.	Certain Relationships and Related Transactions, and Director Independence		34
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	34
Item 14.	Principal Accountant Fees and Services		36
Item 13.	Certain Relationships and Related Transactions, and Director Independence	35
PART IV			37
Item 14.	Principal Accountant Fees and Services	37
Item 15.	Exhibits and Financial Statement Schedules		37
PART IV		38
Item 15.	Exhibits and Financial Statement Schedules	38

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this annual report on Form 10-K (this “Form 10-K”) may constitute “forward-looking statements” for the purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:

	●	our ability to select an appropriate target business or businesses;

	●	our ability to complete our initial business combination;

	●	our expectations around the performance of the prospective target business;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

	●	our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

	●	our pool of prospective target businesses;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our public securities’ potential liquidity and trading;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account (as described below) or available to us from interest income on the trust account balance;

●

the trust account not being subject to claims of third parties; or

●

our financial performance.

The forward-looking statements contained in this Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Form 10-K entitled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

References in this report to “we”, “us” or the “Company” refer to Ace Global Business Acquisition Limited. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Ace Global Investment Limited.

part I

ITEM 1. BUSINESS

Introduction

Ace Global Business Acquisition Limited (“Ace”, or the “Company”) is a blank check company incorporated on November 2, 2020 as a British Virgin Islands company with limited liability and incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. The Company has neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act of 1934 (the “Exchange Act”) because we have no operations and nominal assets consisting almost entirely of cash.

On April 8, 2021, the Company consummated the initial public offering (“IPO”) of 4,000,000 units (the “Units”). Each Unit consists of one ordinary share (“Ordinary Share”) and one warrant (“Warrant”) entitling its holder to purchase one Ordinary Share at a price of $11.50 per whole share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit (“Proposed Offering”), generating gross proceeds of $40,000,000. The Company granted the underwriters a 45-day option to purchase up to 600,000 additional Units (over and above 4,000,000 units referred to above) solely to cover over-allotments if any.

Simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”) with our Sponsor of 280,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating gross proceeds of $2,800,000. On April 9, 2021, simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 24,000 Private Units, generating gross proceeds of $240,000. The Private Units are identical to the Units sold in the IPO, except that the warrants underlying the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, because the Private Units were issued in a private transaction, the initial purchasers and their permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such Initial Purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

The underwriters exercised the over-allotment option in full on April 9, 2021. The sale of 600,000 units at a price of $10.00 per unit resulted in total gross proceeds of $6,000,000.

A total of $46,920,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the private placements on April 8, 2021 and April 9, 2021, were placed in a trust account established for the benefit of the Company’s public shareholders at Morgan Stanley maintained by Continental Stock Transfer & Trust Company, LLC, acting as trustee. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if we have not completed a business combination in the required time period. On May 21, 2021, our ordinary shares, and warrants underlying the Units sold in our IPO began to trade separately on a voluntary basis.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

Our Management Team

We will seek to capitalize on the comprehensive experience and contacts of our executive officers in consummating an initial business combination. Our management team is comprised of Eugene Wong, who is our Chief Executive Officer and Chairman of the Board, and Nicholas Xue-Wei Tan, who is our Chief Financial Officer. Our management team brings a wealth of experience in identifying, negotiating with and conducting due diligence on potential candidates for acquisition.

Mr. Wong has a wide range of experience both in the financial and gaming industries for over a decade. Mr. Wong is currently Managing Director of Norwich Capital Limited since September 2021. Mr. Wong joined Whiz Partners Inc. in May 2013 and during his time at Whiz Partners, he became chief investment officer and partner of the China Hero PJ Fund (“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 at the University of Chicago in July 2009.

Mr. Tan has 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. 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 the 150,000 m2 Home Africa mall in Johannesburg, South Africa. Prior to this role, in February 2015, he was one of the founding team members 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 in Biology at Harvard University in December 2012.

With a management team with experience in merger and acquisitions for blank check companies, connections to the Asian-American community in the United States, and experience in business development, we believe we can source attractive deals and find compelling investment opportunities from private and public sources to create value for shareholders. See the section titled “Management” for complete information on the experience of our officers and directors.

Notwithstanding the foregoing, our officers and directors are not required to commit their full time to our affairs and will allocate their time to other businesses, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We presently expect each of our employees to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). As more fully discussed in “Management — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he has pre-existing fiduciary or contractual obligations, he may be required to present such business combination opportunity to such entity, subject to his or her fiduciary duties under the British Virgin Islands law, prior to presenting such business combination opportunity to us. Most of our officers and directors currently have certain pre-existing fiduciary duties or contractual obligations.

In addition, past performance by our management team is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. Furthermore, the members of the management team may not remain with us subsequent to the consummation of a business combination.

Competitive Advantages

Status as a Publicly Listed Company

We believe our structure will make us an attractive business combination partner to prospective target businesses. As a publicly listed company, we will offer a target business an alternative to the traditional initial public offering. We believe that target businesses will favor this alternative, which we believe is less expensive, while offering greater certainty of execution than the traditional initial public offering. During an initial public offering, there are typically expenses incurred in marketing, which would be costlier than a business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and the transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management incentives that are better aligned with shareholders’ interests than it would as a private company. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management staffs.

Strong Financial Position and Flexibility

With the funds held in our trust account, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its consolidated balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use an efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, if a business combination requires us to use substantially all of our cash to pay for the purchase price, we may need to arrange third party financing to help fund our business combination.

Together with our management team, we believe we have a broad network of contacts and corporate relationship that makes us efficient at:

●

Sourcing and evaluating businesses, and

●

Bridging cultural differences to negotiate and execute a transaction in a timely and professional manner.

By leveraging our management team’s industry expertise, performing disciplined due diligence, being cautious downside protection, and providing post-acquisition value-add capabilities, we believe that we will be able to acquire a target business that will achieve significant returns for investors.

Acquisition Strategy

Our efforts to identify a prospective target business will not be limited to any particular industry or geographic region, although we intend to capitalize on the management team’s network and focus our search on target businesses operating in the Greater China, Japan and Southeast Asia regions. We will seek to capitalize on the comprehensive industry experience and network of our management team to help us in sourcing, identifying, structuring and consummating the initial business combination. Our selection process will leverage our management team’s broad network of contacts and relationships with various unaffiliated sources including government bodies, investment bankers, investment professionals at private equity firms, other financial sponsors, owners of private businesses, consultants, accounting and legal firms etc. to provide us with a strong pipeline of potential acquisition leads.

Business Combination Criteria

The focus of our management team is to create shareholder value by leveraging its experience to improve the efficiency of the business while implementing strategies to grow revenue and profits organically and/or through business combinations. We have utilized, and in the event that the Business Combination (as defined below) is not consummated, will continue to utilize, the network and industry experience of our management team and their affiliates in seeking an initial business combination and employing our business combination strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities.

Consistent with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. While we intend to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we see fit to do so:

●

Target companies with significant operations in Greater China, East Asia and South Asia regions

We intend to leverage our management team’s unique expertise and relationships to source a potential target. Based on our management team’s past experience and strong network in Asia, we believe it will be advantageous to focus on finding investment opportunities in this region.

●

Industry leadership and with middle-market growth business

We intend to seek a target company that has a leading presence across a sector or has prominent technology or product competences. We will primarily seek to acquire a target company of mid-market range with a total enterprise value of between $150,000,000 and $300,000,000.

●

Current and potential capacity for revenue and earnings growth

We expect to target companies that have the potential for significant revenue and earnings growth through a combination of improved production capacity, cost reduction and synergistic follow-on acquisitions, which could result in an operating leverage for stronger revenue and earnings growth in the future.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant. We used these criteria and guidelines in evaluating business combination opportunities, including the Business Combination discussed below. Based on our evaluation of LEW (as defined below) and the industry in which it operates, including the financial and other information provided by LEW in the course of negotiations, we believe that LEW meets the criteria and guidelines listed above. In the event the Business Combination is not consummated, we may decide to enter into an alternative business combination with a target business that does not meet these criteria and guidelines.

Competitive Weaknesses

We believe our competitive weaknesses to be the following:

Limited Financial Resources

Our financial reserves will be relatively limited when contrasted with those of venture capital firms, leveraged buyout firms and operating businesses competing for acquisitions. In addition, our financial resources could be reduced because of our obligation to convert shares held by our public shareholders as well as any tender offer we conduct.

Lack of experience with blank check companies

Our management team is not experienced in pursuing business combinations on behalf of blank check companies. Other blank check companies may be sponsored and managed by individuals with prior experience in completing business combinations between blank check companies and target businesses. Our managements’ lack of experience may not be viewed favorably by target businesses.

Limited technical and human resources

As a blank check company, we have limited technical and human resources. Many venture capital firms, leveraged buyout firms and operating businesses possess greater technical and human resources than we do and thus we may be at a disadvantage when competing with them for target businesses.

Delay associated with shareholder approval or tender offer

We may be required to seek shareholder approval of our initial business combination. If we are not required to obtain shareholder approval of an initial business combination, we will allow our shareholders to sell their shares to us pursuant to a tender offer. Both seeking shareholder approval and conducting a tender offer will delay the consummation of our initial business combination. Other companies competing with us for acquisition opportunities may not be subject to similar requirement, or may be able to satisfy such requirements more quickly than we can. As a result, we may be at a disadvantage in competing for these opportunities.

Initial Business Combination

On December 23, 2022, we entered into a Business Combination Agreement with LE Worldwide Limited, a British Virgin Islands business company (“LEW”), dated as of December 23, 2022, as amended on July 6, 2023 and on September 19, 2023 (collectively, the “Merger Agreement”), which provides for, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the proposed Business Combination between us and LEW (the transaction being referred to herein as the “Business Combination”).

Other than as specifically discussed, this Report does not give effect to the Business Combination.

Merger Agreement

Subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement (including, but not limited to, the approval and adoption of the Merger Agreement by our shareholders), the Business Combination is to be effected in two steps: (i) , we will merge with and into ACBA Merger Sub I Limited, a British Virgin Islands business company and wholly owned subsidiary of Ace (such company before the Reincorporation Merger is sometimes referred to as the “Purchaser” and upon and following the Reincorporation Merger is hereinafter sometimes referred to as “PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Reincorporation Merger”); (ii) immediately after the consummation of the Reincorporation Merger, ACBA Merger Sub II Limited, (“Merger Sub”), a British Virgin Islands business company and wholly owned subsidiary of PubCo, will be merged with and into LEW, resulting in LEW becoming athe surviving entity and wholly owned subsidiary of PubCo (the “Acquisition Merger”). On March 2, 2023, ~~PubCo~~ the Purchaser and Merger Sub each executed a joinder agreement to the Merger Agreement along with us and LEW, making ~~PubCo~~the Purchaser and Merger Sub parties to the Merger Agreement. As more thoroughly described below, the aggregate consideration for the Acquisition Merger is $~~150~~110,000,000, payable in the form of 1511,000,000 newly issued ordinary shares of PubCo (“PubCo Ordinary Shares”) valued for purposes of calculating the merger consideration at $10.00 per share.

With respect to the 1511,000,000 PubCo Ordinary Shares to be received by LEW shareholders upon the closing of the Business Combination, ~~750~~550,000 PubCo Ordinary Shares are to be issued and held inby ~~escrow~~PubCo for a period of time after closing in order to satisfy any indemnification obligations incurred under the Merger Agreement, and the remaining 10,450,000 PubCo Ordinary Shares shall be delivered at the closing.

Escrow Agreement

At the closing of the Business Combination, PubCo, the shareholders of LEW and an escrow agent will enter into an Escrow Agreement pursuant to which PubCo will deposit 750,000 of its PubCo Ordinary Shares to secure the indemnification obligations as contemplated by the Merger Agreement.

Lock-Up Agreements

In connection with the transactions, LEW will use its commercially reasonable efforts to cause shareholders of LEW who will own more than 15% of the issued and outstanding PubCo Ordinary Shares (an aggregate of 97,~~874~~241,~~340~~179 PubCo Ordinary Shares) as of immediately after the Acquisition Merger becoming effective to enter into lock-up agreements. The lock-up agreements provide that these LEW shareholders will not, for at least six (6) months (and in certain cases, up to twelve (12) months) from the closing of the Business Combination and subject to certain exceptions, offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any of the ordinary shares issued in connection with the Acquisition Merger, enter into a transaction that would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such shares, whether any of these transactions are to be settled by delivery of any such shares, in cash, or otherwise. Such lock-up provisions will not apply to the transfer by gift or court order, or transfers to permitted transferees such as immediate family members or affiliates, provided that any such transferee will be also subject to the lock-up agreement.

Employment Agreements

At the closing of the Business Combination, PubCo will enter into employment agreements with certain key executives of LEW (the “Employment Agreements”) which will contain the terms and conditions governing the employment of such individuals.

PIPE Investment Subscription Agreement and/or Forward Agreement

PubCo intends and uses commercially reasonable efforts to enter into subscription agreements with various investors for the private placement of PubCo Ordinary Shares (the “Private Placement”), which will close shortly before the closing of the Business Combination. It is estimated that approximately 2,000,000 shares (“PIPE Shares”) will be offered in the Private Placement, resulting in gross proceeds of approximately $20 million, though the amount of PIPE Shares offered, and net proceeds could end up varying significantly. The purpose of this Private Placement is to fund the Business Combination and related transactions and for general corporate purposes of the surviving entity. None of Ace’s Sponsor, directors, officers or any of their affiliates will participate in the PIPE investment.

Business Strategy and Deal Origination

Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, build a company in the consumer or consumer-related products and services industries that complements the experience of our management team and can benefit from their operational expertise. Our business combination strategy leverages our management team’s network of potential proprietary and public transaction sources where we believe a combination of our relationships, knowledge and experience in the consumer and consumer-related products and services industries could effect a positive transformation or augmentation of existing businesses to improve their overall value proposition.

We have utilized, and in the event that the Business Combination is not consummated, will continue to utilize, the network and industry experience of the Company’s management team and their affiliates in seeking an initial business combination and employing our business combination strategy. Over the course of their careers, the members of our management team and their affiliates have developed a broad network of contacts and corporate relationships that we believe will serve as a useful source of acquisition opportunities.

We expect that, in the event that the Business Combination is not consummated, these networks will continue to provide our management team with a robust flow of acquisition opportunities. In addition, we anticipate that target business candidates will continue to be brought to our attention from various unaffiliated sources, which may include investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises.

Effecting a Business Combination

General

We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following our initial public offering. We intend to utilize cash derived from the proceeds of our initial public offering and the private placement of private units, our share capital, debt or a combination of these in effecting a business combination. Although substantially all of the net proceeds of our initial public offering and the private placement of private units are intended to be applied generally toward effecting a business combination as described in this report, the proceeds are not otherwise being designated for any more specific purposes. Accordingly, investors are investing without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what it may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss of voting control and compliance with various U.S. Federal and state securities laws. In the alternative, we may seek to consummate a business combination with a company that may be in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

Sources of Target Businesses

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings which will not commence until after the completion of this offering. These sources may also introduce us to target businesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this report and know what types of businesses we are targeting. Our officers and directors, as well as their respective affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, in the event that the Business Combination is not consummated, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing officers, directors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction). If we decide to enter into a business combination with a target business that is affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. However, as of the date of this report, there is no affiliated entity that we consider a business combination target.

Selection of a Target Business and Structuring of a Business Combination

Subject to the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business, should the Business Combination not be consummated. We have not established any other specific attributes or criteria (financial or otherwise) for prospective target businesses. In evaluating a prospective target business, our management may consider a variety of factors, including one or more of the following:

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financial condition and results of operation;

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growth potential;

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experience and skill of management and availability of additional personnel;

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capital requirements;

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competitive position;

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barriers to entry;

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stage of development of its products, processes or services;

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degree of current or potential market acceptance of the products, processes or services;

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proprietary features and degree of intellectual property or other protection for its products, processes or services;

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regulatory environment of the industry; and

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costs associated with effecting the business combination.

We believe such factors will be important in evaluating prospective target businesses, regardless of the location or industry in which such target business operates. However, this list is not intended to be exhaustive. We used these criteria and guidelines in evaluating business combination opportunities, including with LEW. Based on our evaluation of LEW and the industry in which it operates, including the financial and other information provided by LEW in the course of negotiations, we believe that LEW meets the criteria and guidelines listed above. In the event that the Business Combination is not consummated, we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.

The time and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

Pursuant to Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, although we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. We currently anticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital of a target. In this case, we could acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, only the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and maintain a listing for our securities on Nasdaq. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

We will not be required to comply with the 80% fair market value requirement if we are delisted from Nasdaq. If Nasdaq delists our securities from trading on its exchange after this offering, we would not be required to satisfy the fair market value requirement described above and could complete a business combination with a target business having a fair market value substantially below 80% of the balance in the trust account.

Lack of Business Diversification

Our business combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time of such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses at the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

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subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination, and

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result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

If the Business Combination is not consummated and if we subsequently determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may make it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business.

Limited Ability to Evaluate the Target Business’ Management

Although we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination, we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating to the operations of the particular target business.

Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve an Initial Business Combination

The Business Combination requires the approval of our shareholders. However, in the event that the Business Combination is not consummated, in connection with any alternative proposed business combination, we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction, or whether the terms of the transaction would otherwise require us to seek shareholder approval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination.

We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have to wait until April 8, ~~2023~~2024 ~~(or up to October 8, 2023, if we have extended the period of time as described~~ in ~~this report) in~~ order to be able to receive a pro rata share of the trust account.

Our sponsor and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not sell any ordinary shares in any ~~tender~~ tender in connection with a proposed initial business combination. As a result, if we sought shareholder approval of a proposed transaction we we only need an excess of ~~439,587 of our public shares (or approximately 11~~7.662% of our issued and outstanding ordinary shares) owned by our public shareholders to be voted in favor of the transaction in order to have such transaction approved (assuming the over-allotment option is not exercised and the initial ~~shareholders~~ shareholders do not purchase any units in this offering or units or shares in the after-market).

None of our officers, directors, sponsor or their affiliates has indicated any intention to purchase units or ordinary shares in this offering or from persons in the open market or in private transactions (other than the private units). However, if we hold a meeting to approve a proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, sponsor and their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

Ability to Extend Time to Complete Business Combination

If we anticipate that we may not be able to consummate our initial Business Combination by April 8, 2023, we may, but are not obligated to, extend the period of time to consummate the Business Combination through October 8, 2023. Pursuant to the terms of our current amended and restated memorandum and articles of association and the second amended investment management trust agreement entered into between us and Continental Stock Transfer & Trust Company, LLC, we may extend the time to complete a business combination a total of ~~five~~six (56) times~~, as follows: (i) two (2) times~~ for an additional ~~three~~one (31) ~~months~~ month each time from ~~January~~October 8, 2023 to ~~July~~April 8, ~~2023~~2024 by depositing into the trust account $0.1505 for each ~~three~~one-month extension for each issued and outstanding ordinary share issued in the IPO that has not been redeemed,. ~~followed~~On bySeptember ~~(ii)~~26, ~~three~~2023, ~~(3) times for an additional~~November ~~one (1) month each time from July 8~~2, 2023, toNovember ~~October 8~~14, 2023, byJanuary ~~depositing~~2, ~~into~~2024, ~~the~~January ~~trust~~26, ~~account~~2024 ~~$0.05 for each one-month extension for each issued~~ and ~~outstanding~~February ~~ordinary share issued in the IPO that has not been redeemed. On January 5~~22, ~~2023~~2024, the Company issued an unsecured promissory ~~note~~notes in the anaggregate principal amount of $~~350~~98,~~332~~859 to the Sponsor, pursuant to which such amount had been deposited into the ~~Trust~~Company’s ~~Account~~trust account in order to extend the amount of available time to complete a business combination until April 8, ~~2023~~2024. If we are unable to consummate the Business Combination and are unable to complete an alternative initial business combination within such time period, we will, as promptly as possible, but not more than ten (10) business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors that may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, our warrants will expire and will be worthless.

Conversion/Tender Rights

At any meeting called to approve an initial business combination, public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. The conversion rights will be effected under our amended and restated memorandum and articles of association and British Virgin Islands law as redemptions. When we hold a meeting to approve the initial Business Combination (or it we hold a meeting to approve an alternative business combination), a holder will always have the ability to vote against a proposed business combination and not seek conversion of his shares.

Alternatively, if we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor in our company.

Our sponsor, officers and directors will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.

We may also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. Once the shares are converted by the holder, and effectively redeemed by us under British Virgin Islands law, the transfer agent will then update our Register of Members to reflect all conversions. The proxy solicitation materials that we will furnish to shareholders in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements. Accordingly, a shareholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights. Under our amended and restated memorandum and articles of association, we are required to provide at least 10 days’ advance notice of any shareholder meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise conversion rights. As a result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their conversion rights and may be forced to retain our securities when they otherwise would not want to.

There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights. The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise conversion rights to deliver their shares prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders.

Any request to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore, if a holder of a public share delivered his certificate in connection with an election of their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the initial Business Combination is not approved or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights would not be entitled to convert their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares delivered by public holders.

Automatic Liquidation of Trust Account if No Business Combination

If we do not complete a business combination by April 8, ~~2023 (or up to October 8~~2024, ~~2023, if we have extended the period of time as described in this report),~~ it will trigger our automatic winding up, liquidation and subsequent dissolution pursuant to the terms of our amended and restated memorandum and articles of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. We will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not necessary to pay our taxes, then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our dissolution and liquidation, our warrants will expire and will be worthless.

The amount in the trust account under the Companies Law will be treated as funds distributable under the Companies Law provided that immediately following the date on which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business. If we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of the date that is two days prior to the distribution date (including any accrued interest). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee that, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.

Each of our sponsor and our officers and directors have agreed to waive its rights to participate in any liquidation of our trust account or other assets with respect to the insider shares and private units and to vote their insider shares, private shares in favor of any liquidation and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the trust account with respect to our warrants ~~or rights~~, which will expire worthless.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account. If any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis of the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.

Ace Global Investment Limited, our sponsor, has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However, we cannot assure you that it will be able to satisfy those obligations if it is required to do so. Accordingly, the actual per-share distribution could be less than $1011.65 80 due to claims of creditors. Additionally, if we are deemed insolvent for the purposes of the Insolvency Act, or we are required to immediately enter insolvent liquidation, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in our insolvent estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders at least $1011.65 80 per share.

Competition

In the event we do not consummate the Business Combination, we may continue to encounter intense competition from other entities having a business objective similar to ours in identifying, evaluating and selecting an alternative target business, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic combinations. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could acquire with the net proceeds of this offering, our ability to compete in acquiring certain sizable target businesses may be limited by our available financial resources.

The following also may not be viewed favorably by certain target businesses:

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our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction;

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our obligation to convert public shares held by our public shareholders may reduce the resources available to us for a business combination;

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Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination;

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our outstanding shares, warrants, and unit purchase options and the potential future dilution they represent;

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our obligation to pay the deferred underwriting discounts and commissions to Ladenburg Thalmann & Co. Inc. upon consummation of our initial business combination;

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our obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

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our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans; and

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the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Facilities

We maintain our principal executive office at Rm. 806, 8/F, Tower 2, Lippo Center, No. 89 Queensway, Admiralty, Hong Kong. The cost for this space is provided to us by our Sponsor, as part of the $10,000 per month payment we make to it for general and administrative services, including office space, utilities and administrative services to the Company. We consider our current office space adequate for our current operations.

Employees

We have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.

ITEM 1A. RISK FACTORS

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K and the prospectus associated with our Initial Public Offering, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

RISKS RELATING TO OUR SEARCH FOR, CONSUMMATION OF, OR INABILITY TO CONSUMMATE, A BUSINESS COMBINATION AND POST-BUSINESS COMBINATION RISKS

Our ordinary shares subject to redemption are classified as outside permanent equity and the changes in classification could have a material effect on our financial results.

In addition, in preparation of the Company’s financial statements as of and for the year ended December 31, 2022, the Company concluded it should revise its financial statements to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company revised its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against accumulated deficit.

We have identified a material weakness in our internal control over financial reporting as of December 31, 2022. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

Following the issuance of the SEC Statement, our management and our audit committee concluded that, in light of the SEC Statement, it was appropriate to restate our previously issued audited financial statements as of and for the year ended December 31, 2022. See “—the changes on classification of permanent equity could have a material effect on our financial results.” As part of such process, we identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

Going public through a business combination rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, we may be required to take write-downs or write-offs, restructure its operations, or take impairment or other charges, any of which that could have a significant negative effect on our financial condition, results of operations and price of our ordinary shares, which could cause you to lose some or all of your investment.

Going public through a business combination rather than an underwritten offering, as LEW is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although the Company has conducted due diligence on LEW’s business, we cannot assure you that this due diligence has identified all material issues that may be present in LEW’s business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of LEW’s business and outside of the Company’s and LEW’s control will not later arise. As a result of these factors, the combined company may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if the Company’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with the Company’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the combined company’s liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the combined company or its securities. Accordingly, any of the Company’s shareholders who choose to remain shareholders of the Company following the Business Combination could suffer a reduction in the value of their shares and these stockholders are unlikely to have a remedy for the reduction in value.

In the event that a significant number of Company shares are redeemed, the Company’s shares may become less liquid following the Business Combination.

If a significant number of Ordinary Shares are redeemed, the Company may be left with a significantly smaller number of shareholders. As a result, trading in the shares of the surviving company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. Nasdaq may not list Ordinary Shares on its exchange, which could limit investors’ ability to make transactions in the Company’s securities and subject the Company to additional trading restrictions.

The Company may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

The Company may agree to waive, in whole or in part, some of the conditions to its obligations to consummate the Business Combination, to the extent permitted by applicable laws. The board of directors of the Company will evaluate the materiality of any waiver to determine whether amendment of this report and re-solicitation of proxies is warranted. If the board of directors of the Company determines that a waiver of a condition is not sufficiently material to warrant re-solicitation of shareholders, the Company has the discretion to consummate the Business Combination without seeking further shareholder approval. For example, it is a condition to the Company’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting LEW’s conduct of its business, however, if the board of directors of the Company determines that any such order or injunction is not material to the business of the Company, then the board of directors of the Company may elect to waive such condition and close the Business Combination without the need to resolicit proxies.

There will be a substantial number of PubCo Ordinary Shares available for sale in the future that may adversely affect the market price of PubCo Ordinary Shares.

PubCo may issue such number of shares as may be approved by its shareholders and authorized by its directors, in accordance with the terms of PubCo’s certificate of incorporation (the “Certificate of Incorporation”). In connection with the transactions, LEW will use its commercially reasonable efforts to cause shareholders of LEW who will own more than 15% of the issued and outstanding PubCo Ordinary Shares (an aggregate of 97,~~874~~241,~~340~~179 PubCo Ordinary Shares) as of immediately after the Acquisition Merger becoming effective to enter into lock-up agreements. In addition, 1,150,000 shares of PubCo Ordinary Shares held by our initial shareholders that are currently in an escrow account will be released and available for sale as early as six months from the date of the Business Combination, provided that 50% of such shares will be released on the date on which the closing price of the shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the initial Business Combination. The availability of such a significant number of securities for trading in the public market, after the expiration of these restricted periods, may have an adverse effect on the market price of PubCo Common Stock.

If we seek shareholder approval of a business combination, such as in connection with the Business Combination, after approval of our board, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

As of ~~January~~March 68, ~~2023~~2024, our initial shareholders collectively own and are entitled to vote 1,454,000 Ordinary Shares, or approximately 3842.438% of the Ordinary Shares. They have agreed to vote their shares in favor of our initial Business Combination. Accordingly, after approval of our board, the agreement by our initial shareholders to vote in favor of our initial Business Combination will increase the likelihood that we will receive the requisite shareholder approval for such initial Business Combination.

We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until the fiscal year ended December 31, 2024. However, if our non-convertible debt issued within a three-year period or revenues exceeds $1.07 billion, or the market value of its ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, we (i) are not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, (ii) have reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and (iii) are exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, we have elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. As a result, potential investors may be less likely to invest in our securities.

The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your stock.

If our business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time our stock may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.

The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our shareholders.

Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by April 8, ~~2023 (or up to October 8, 2023, if we have extended the period of time as described in this report)~~2024. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may only receive $1011.6580 per share, and the Company warrants will expire worthless.

We must complete our initial business combination by April 8, ~~2023 (or up to October 8, 2023, if we have extended the period of time as described in this report)~~2024. We may not be able to find a suitable target business and complete our initial business combination by such date. If we have not completed our initial business combination by such date, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. Furthermore, holders of warrants will not receive any of the funds in our trust account with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants, which will expire worthless as result of the Company’s failure to consummate a business combination.

If third parties bring claims against the Company, the proceeds held in trust could be reduced and the per-share liquidation price received by the Company’s shareholders may be less than $1011.6580 per share.

The Company’s placing of funds in trust may not protect such funds from third party claims against the Company. Although the Company has received executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of the Company’s public shareholders from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business, such vendors, service providers and prospective target businesses may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims that could take priority over those of the Company’s public shareholders. If the Company liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, Ace Global Investment Limited (the “Sponsor”) has contractually agreed to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute or has not executed such a waiver of such claims. However, there can be no assurance from the Company or the Sponsor that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our shareholders may be less than $1011.6580 per share due to any such claims.

Additionally, if the Company is deemed insolvent for the purposes of the Insolvency Act, 2003 of the British Virgin Islands, as amended, (the “Insolvency Act”) or we are required to immediately enter insolvent liquidation, the proceeds held in the trust account could be subject to applicable insolvency law, and may be included in the Company’s insolvent estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any insolvency claims deplete the trust account, the Company may not be able to return $1011.6580 per share to our public shareholders.

Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our securities are currently listed on the Nasdaq Capital Market. However, we cannot assure our shareholders that our securities will continue to be listed on the Nasdaq Capital Market in the future or prior to our initial business combination. If Nasdaq delists our securities from trading on its exchange, we could face significant material adverse consequences, including:

●

A limited availability of market quotations for our securities;

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Reduced liquidity with respect to our securities;

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A determination that our shares are a “penny stock,” which will require brokers trading in our securities to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our securities;

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A limited amount of news and analyst coverage for the post-transaction company; and

●

A decreased ability to issue additional securities or obtain additional financing in the future.

The Company will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

The Company is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. The Company’s public shareholders therefore must rely solely on the judgment of the Company’s board of directors.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of our securities may decline.

The market price of our securities may decline as a result of the Business Combination if:

●

we do not achieve the perceived benefits of the acquisition as rapidly as believed by, or to the extent anticipated by, financial or industry analysts;

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There are changes in the industries in which we and our customers operate;

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There are developments involving our competitors;

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There are changes in laws and regulations affecting our business; or

●

The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing share prices.

The Company’s directors and officers may have certain conflicts in determining to recommend the acquisition of LEW, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, its shareholders’ interests.

The Company’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, its shareholders’ interests, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Company ordinary shares owned by the Company’s management and directors, or their affiliates and associates, would become worthless if the Business Combination is not approved and the Company otherwise fails to consummate a business combination prior to its liquidation date.

The existence of financial and personal interests of one or more of the Company’s directors and officers may result in a conflict of interest on the part of such director(s) and officer(s) between what he, she or they may believe is in the best interests of the Company and its shareholders and what he, she or they may believe is best for himself, herself or themselves.

The business combination or post-combination company may be materially adversely affected by the COVID-19 outbreak.

The COVID-19 outbreak has resulted in, and outbreaks of other infectious diseases in the future could result in, a widespread health crisis that has adversely affected the economies and financial markets worldwide, and could also adversely affect the financial performance after the Business Combination. The extent to which COVID-19 impacts the business combination or the post-combination company will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate the business combination may be materially adversely affected. Additionally, if the financial markets or the overall economy are impacted for an extended period, the post-combination company’s results of operations, financial position and cash flows may be materially adversely affected.

In the event that the Business Combination is not consummated, we may seek business combination opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

In the event that the Business Combination is not consummated, we may consider a business combination outside of our management’s area of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our Company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate. In the event that the Business Combination is not consummated and we elect to pursue an alternative business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained herein regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any shareholders who choose to remain shareholder following our business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, in the event that the Business Combination is not consummated we may enter into an alternative business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

We have identified general criteria and guidelines for evaluating prospective target businesses that we have used in evaluating business combination opportunities, including LEW. In the event that the Business Combination is not consummated, we may decide to enter into an alternative business combination with a target business that does not meet these criteria and guidelines. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other legal reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $1011.6580 per share on the liquidation of our trust account and our warrants will expire worthless.

In the event that we do not consummate the Business Combination, we may seek business combination opportunities with a financially unstable business or an entity lacking an established record of revenue, cash flow or earnings, which could subject us to volatile revenues, cash flows or earnings or difficulty in retaining key personnel.

In the event that we do not consummate the Business Combination and to the extent we complete an alternative business combination with a financially unstable business or an entity lacking an established record of revenues or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. By definition, very little public information exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 1C. CYBERSECURITY

We are a SPAC with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if there is any. We have not encountered any cybersecurity incidents since our IPO.

ITEM 2. PROPERTIES

We do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive office at Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway, Admiralty, Hong Kong. The cost for this space is provided to us by our Sponsor, as part of the $10,000 per month payment we make to it for general and administrative services, including office space, utilities and administrative services to the Company. We consider our current office space adequate for our current operations.

ITEM 3. LEGAL PROCEEDINGS

We may be subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time. We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

2021

PART II

Our units, ordinary shares and warrants are traded on Nasdaq under the symbols “ACBAU”, “ACBA” and “ACBAW”, respectively.

Holders of Record

AtAs at March 278, ~~2023~~2024, there were 3,~~789~~431,~~547~~179 of our ordinary shares issued and outstanding held by seven shareholders of record. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of our then board of directors. It is the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Use of Proceeds

On April 8, 2021, we consummated our IPO of 4,000,000 Units. Subsequently, on April 9, 2021, the underwriters exercised the option in full, and the closing of the issuance and sale of the additional Units of 600,000 occurred on April 9, 2021. Each Unit consists of one Ordinary Share, and one warrant entitling its holder to purchase one Ordinary Share at a price of $11.50 per whole share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement of 304,000 units at a price of $10.00 per Private Unit, generating gross proceeds of $3,040,000.

A total of $46,920,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option units) and the Private Placement were placed in a trust account established for the benefit of the Company’s public shareholders.

The private units are identical to the units sold in the IPO except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by our Sponsor or its permitted transferees. Additionally, because the Private Units were issued in a private transaction, our Sponsor and its permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even if a registration statement covering the Ordinary Shares issuable upon exercise of such warrants is not effective and receive unregistered Ordinary Shares. Additionally, our Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of the Company’s initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the Private Units.

We paid a total of $920,000 in underwriting discounts and commissions (not including the 4% deferred underwriting commission payable at the consummation of business combination) and $205,000 for other costs and expenses related to our formation and the IPO.

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

ITEM 6. [Reserved]

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a blank check company incorporated in the British Virgin Islands on November 2, 2020 with limited liability (meaning our public shareholders have no liability, as shareholders of the Company, for the liabilities of the Company over and above the amount paid for their shares) to serve as a vehicle to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more target businesses. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We intend to utilize cash derived from the proceeds of this offering, our securities, debt or a combination of cash, securities and debt, in effecting a business combination.

Results of Operations

Our entire activity from inception up to April 8, 2021 was in preparation for the initial public offering. Since the initial public offering, our activity has been limited to the evaluation of business combination candidates, and we will not be generating any operating revenues until the closing and completion of our initial business combination. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after this period.

For the year ended December 31, 2023, we had a net loss of $227,215, which was comprised of operating costs of $1,462,823 offset by change in the fair value of the warrant liability of $2,324 and dividend earned on the marketable securities held in Trust Account of $1,233,001 and interest income of $283. The dividend income has increased compare with 2022 mainly due to interest rate increase throughout the year. The operating costs has increased compare with 2022 mainly due to incurred business combination expenses during the year.

For the year ended December 31, 2022, we had a net income of $1,084,218, which was comprised of change in the fair value of the warrant liability of $1,230,000 and dividend earned on the marketable securities held in Trust Account of $693,058 and interest income of $12, offset by operating costs of $838,852.

For the year ended December 31, 2021 we had a net loss of $1,002,595 which was comprised of operating costs of $1,024,127, offset by a change in the fair value of the warrant liability of $18,560, dividend earned on the marketable securities held in Trust Account of $2,930 and interest income of $42.

Liquidity and Capital Resources

As of December 31, ~~2022~~2023, we had cash of $9168,~~432~~541. Until the consummation of the initial public offering, the Company’s only source of liquidity was an initial purchase of ordinary shares by the Sponsor, monies loaned by the Sponsor under a certain unsecured promissory note and advances from the Sponsor.

On April 8, 2021, we consummated the initial public offering of 4,000,000 Public Units at a price of $10.00 per unit, generating gross proceeds of $40,000,000. Subsequently, on April 9, 2021, the underwriters exercised the option in full of 600,000 units at a price of $10.00 per unit, generating gross proceeds of $6,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 304,000 Private Units, at a price of $10.00 per unit, generating gross proceeds of $3,040,000.

Following the initial public offering and the exercise of the over-allotment option, a total of $46,920,000 was placed in the Trust Account. We incurred $1,125,000 in initial public offering related costs, including $920,000 of underwriting fees and $205,000 of initial public offering costs.

We intend to use substantially all of the net proceeds of the initial public offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our capital stock is used in whole or in part as consideration to effect our business combination, the remaining proceeds held in the Trust Account, as well as any other net proceeds not expended, will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.

2223

We initially had 12 months from the consummation of this offering to consummate the initial business combination. If we does not complete a business combination within 12 months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if we had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, we may extend the period of time to consummate a business combination ~~eight~~ fourteen times (for a total of up to 3036 months from the consummation of the Initial Public Offering to complete a business combination). As of the date of this report, we have extended ~~four~~up to fourteen times, five times by an additional three months each time and nine times by an additional one month each time (for a total of up to 2436 months from the consummation of the Initial Public Offering to complete a business combination), and so it now has until April 8, ~~2023~~2024 to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the second amended investment management trust agreement ~~between~~ entered into between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to ~~consummate~~ consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.1505 per public share, on or prior to the date of the applicable deadline. The insider, Ace Global Investment Limited, has received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e., $455,400 for each of the ~~first~~ three extensions on March 28 2022, July 6, 2022 and September 28, 2022, $350,332 for each of the two extensions on January 5, 2023 and March 24, 2023, $116,777 for each of the three ~~extension~~extensions on ~~April~~June ~~2022~~13, 2023, July ~~2022~~13, ~~and~~2023 ~~September~~and ~~2022~~August 15, 2023 and $~~350~~98,~~332~~859 for each of the six extensions on ~~January~~September 26, 2023, November 2, 2023, November 14, 2023, January 2, 2024, January 26, 2024 and February 22, 2024) that will not be repaid in the event that we are unable to close a business combination unless ~~there~~ there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the Company’s ~~initial~~ initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional ~~Private~~ Private Units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the Private Units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that we receive notice from the Company’s insiders five days prior to the applicable ~~deadline~~ deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline ~~announcing~~ announcing whether or not the funds had been timely deposited. If we are unable to consummate the Company’s initial business combination by by April 8, ~~2023~~2024, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s ~~outstanding~~ outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public ~~rights~~warrants will expire and will be worthless.

Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these consolidated financial statements if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-balance Sheet Financing Arrangements

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements as of December 31, ~~2022~~2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than an agreement to pay our Sponsor a monthly fee of $10,000 for general and administrative services, including office space, utilities and administrative services to the Company. We began incurring these fees on April 1, 2021 and will continue to incur these fees monthly until the earlier of the completion of the business combination and the Company’s liquidation. Also, we are committed to the below:

Registration Rights

The holders of the Founder Shares, the Private Placement Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration rights pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company is committed to pay the Deferred Discount of 4% of the gross offering proceeds, in the amount of $1,840,000 of the Initial Public Offering, to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and has waived its right to receive the Deferred Discount if the Company does not close a Business Combination.

Private Warrants

The Company classifies the Private Warrants as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants are valued using a Black Scholes model.

Critical Accounting Policies

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. The Company has identified the following significant accounting policies:

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

Ordinary Shares Subject To Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are subject to occurrence of uncertain future events and considered to be outside of the Company’s control.

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Net Loss Per Share

The Company calculates net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic loss per share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding ordinary shares subject to possible redemption. Diluted loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, plus to the extent dilutive, the incremental number of ordinary shares to settle rights and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method. Ordinary shares subject to possible redemption at December 31, ~~2022~~2023 and ~~2021~~2022, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic and diluted loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 4,904,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of the year ended December 31, ~~2022~~2023, we were not subject to any market or interest rate risk. Following the consummation of our Initial Public Offering, the net proceeds of our Initial Public Offering, including amounts in deposited in the trust account, may be invested in U.S. government treasury bills, notes or bonds with a maturity of 180 days or less, or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk when and if the net proceeds are invested in such securities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

This information appears following Item 15 of this Report and is included herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, ~~2022~~2023, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, our disclosure controls and procedures were not effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

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Our internal control over financial reporting did not result in the proper classification of our warrants. Since their issuance on April 8, 2021, our warrants have been accounted for as derivative liabilities within our consolidated balance sheet. We evaluated the warrants under Accounting Standards Codification (“ASC”) Subtopic 815-40, Contracts in Entity’s Own Equity. ASC Section 815-40-15 addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC Section 815-40-15, a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. As a result, the Public Warrants shall be classified as equity. After discussion and evaluation with our independent auditors, we have concluded that our Public warrants should be presented as component of equity.

In addition, the Company concluded it should restate its financial statements for the period ended June 30, 2021 to classify all ordinary shares subject to possible redemption in temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its ordinary shares in permanent equity. Although the Company did not specify a maximum redemption threshold, its charter provides that currently, the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, the Company restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

Furthermore, the Company failed to maintain effective controls over period-end reconciliation of account level balances that resulted errors in accrued expenses and operating expenses. The Company concluded it should reconcile the balance with vendor during the year end.

As a result, management identified these material weaknesses in our internal control over financial reporting related to the accounting for warrants, ordinary shares subject to possible redemption and accrued expense.

To remediate these material weaknesses, we developed a remediation plan with assistance from our accounting advisors and have dedicated significant resources and efforts to the remediation and improvement of our internal control over financial reporting. While we have processes to identify and appropriately apply applicable accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our financial statements. Our plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects. For a discussion of management’s consideration of the material weakness identified related to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering.

Management’s Report on Internal Controls Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Changes in Internal Control over Financial Reporting

~~Other~~There ~~than the matter disclosed above, there~~ was no change in our internal control over financial reporting that occurred during the fiscal year ended December 31, ~~2022~~2023 covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our current directors and executive officers are as follows:

Name	Age	Position
Eugene Wong	3537	Chief Executive Officer, Director and Chairman
Nicholas Xue-Wei Tan	3335	Chief Financial Officer
Robert Morris	3436	Independent Director
Yan Xu	4042	Independent Director
Leslie Chow	3941	Independent Director

Below is a summary of the business experience of each our executive officers and directors:

Eugene Wong. Mr. Eugene Wong has been our Chief Executive Officer, Director and Chairman of our Board since our inception. Mr. Wong has a wide range of experience both in the financial and gaming industries for over a decade. Mr. Wong is currently Managing Director of Norwich Capital Limited since September 2021. Mr. Wong joined Whiz Partners Inc. in May 2013 and during his time at Whiz Partners, he became chief investment officer and partner of the China Hero PJ Fund (“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 at the University of Chicago in July 2009.

Nicholas Xue-Wei Tan. Mr. Nicholas Tan has been our Chief Financial Officer since inception. Mr. Tan has 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. 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 the 150,000 m2 Home Africa mall in Johannesburg, South Africa. Prior to this role, in February 2015, he was one of the founding team members 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 in Biology at Harvard University in December 2012.

Robert Morris. Mr. Morris has served as an independent director since our inception. Mr. Morris has 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 since August 2020, he joined as an analyst since December 2016, a private investment fund management company with $3 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 on 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, market 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. Ms. Xu has served as an independent director since our inception. Ms. Xu has over 910 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. Ms. Xu has been an independent director for Inception Growth Acquisition Limited since March 2023. 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. Prior to this 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 the business software division and team leader of the 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.

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Leslie Chow. Mr. Chow has served an independent director since our inception. 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. Mr. Chow is the Chief Executive Officer and secretary of Neo Technology Acquisition Corporation since May 2021. He has been the co-founder of ZHEN in July 2020, a blockchain app for art authentication, and chief financial officer of Phase Scientific International Limited since August 2019, a biotech start-up that specializes in improving performance of point-of-care and lab-based diagnostics. 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 the 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.

Director Independence

Nasdaq requires that a majority of our board must be composed of “independent directors.” Currently, Robert Morris, Yan Xu and Leslie Chow would each be considered an “independent director” under the Nasdaq listing rules, which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

We will only enter into a business combination if it is approved by a majority of our independent directors. Additionally, we will only enter into transactions with our officers and directors and their respective affiliates that are on terms no less favorable to us than could be obtained from independent parties. Any related-party transactions must also be approved by our audit committee and a majority of disinterested independent directors.

Board Committees

The Board has a standing audit, nominating and compensation committee, which were established at the closing of our initial public offering. The independent directors oversee director nominations. Each committee has a charter, which was filed with the SEC as exhibits to the Registration Statement on Form S-1 on February 8, 2021.

Audit Committee

Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. We have established an Audit Committee of the board of directors, which consists of Robert Morris, Yan Xu, and Leslie Chow, each of whom is an independent director under Nasdaq’s listing standards. Leslie Chow is the Chairperson of the Audit Committee. The Audit Committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

●

reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to Ace’s board of directors whether the audited financial statements should be included in our Form 10-K;

●

discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

●

discussing with management major risk assessment and risk management policies;

●

monitoring the independence of the independent auditor;

●

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

●

reviewing and approving all related-party transactions;

●

inquiring and discussing with management our compliance with applicable laws and regulations;

●

pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

●

appointing or replacing the independent auditor;

●

determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

●

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

●

approving reimbursement of expenses incurred by our management team in identifying potential target businesses.

Financial Experts on Audit Committee

The Audit Committee will at all times be composed exclusively of “independent directors” who are “financially literate” as defined under Nasdaq listing standards. Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s consolidated balance sheet, consolidated income statement and consolidated cash flow statement.

In addition, we must certify to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Our board of directors has determined that Leslie Chow qualifies as an “audit committee financial expert”, as defined under rules and regulations of the SEC.

Nominating Committee

The members of the Nominating Committee are Robert Morris, Yan Xu, and Leslie Chow, each of whom is an independent director under Nasdaq’s listing standards. Robert Morris is the Chairperson of the Nominating Committee. The Nominating Committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The Nominating Committee considers persons identified by its members, management, shareholders, investment bankers and others.

The guidelines for selecting nominees, which are specified in the Nominating Committee Charter, generally provide those persons to be nominated:

●

should have demonstrated notable or significant achievements in business, education or public service;

●

should possess the requisite intelligence, education and experience to make a significant contribution to our Board of Directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

●

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The Nominating Committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The Nominating Committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

The members of the Compensation Committee are Robert Morris, Yan Xu, and Leslie Chow, each of whom is an independent director under Nasdaq’s listing standards. Yan Xu is the Chairperson of the Compensation Committee. The Compensation Committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our president and chief executive officer’s compensation, evaluating our president and chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our president and chief executive officer based on such evaluation;

●

reviewing and approving the compensation of all of our other executive officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

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●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●

if required, producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Conflicts of Interest

Investors should be aware of the following potential conflicts of interest:

● The Sponsor and the Company’s directors and officers have waived their rights to redeem their Ordinary Shares (including shares underlying the Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Ace is unable to consummate a business combination. Accordingly, the Ordinary Shares, as well as the Units purchased by the Sponsor and the Company’s officers and directors, will be worthless if the Company does not consummate a business combination. ● If the proposed Business Combination is not completed by April 8, ~~2023 (or up to October 8~~2024, ~~2023, if~~ the ~~time period is extended, as described herein), the~~ Company will be required to liquidate. In such event, the 1,150,000 Ordinary Shares held by the initial shareholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately $1214,~~270~~030,~~500~~000 based on the closing price of the Ordinary Shares of $1012.6720 on Nasdaq as of ~~January~~March 68, ~~2023~~2024; ● If the proposed Business Combination is not completed by April 8, ~~2023 (or up to October 8~~2024, ~~2023, if~~ the ~~time period is extended, as described herein), the~~ 304,000 Private Units purchased by the Sponsor for a total purchase price of $3,040,000, will be worthless. Such Private Units had an aggregate market value of approximately $3,~~243~~635,~~680~~840 based on the closing price of the Units of $1011.6796 on Nasdaq as of ~~January~~March 68, ~~2023~~2024; ● On March 28, 2022, July 6, 2022, September 28, 2022, ~~and~~ January 5, 2023, March 24, 2023, June 13, 2023, July 13, 2023, August 15, 2023, September 26, 2023, November 2, 2023, November 14, 2023, January 2, 2024, January 26, 2024 and February 22, 2024, Ace issued unsecured promissory notes in the aggregate principal amount of $ $455,400, $455,400, $455,400, ~~and~~ $350,332, $350,332, $116,777, $116,777, $116,777, $98,859, $98,859, $98,859, $98,859, $98,859 and $98,859 (the “Notes”), respectively, to the Sponsor in exchange for the Sponsor depositing such amounts into Ace’s trust account in order to extend the amount of time it has available to complete a business combination. The Notes do not bear interest and mature upon the closing of a business combination by Ace. In addition, the Notes may be converted by the holder into the Units at a price of $10.00 per unit by providing Ace with written notice of its intention to convert the Notes at least one business day prior to the closing of the Business Combination. If the proposed Business Combination is not completed by April 8, ~~2023 (or up to October 8~~2024, ~~2023, if~~ the ~~time period is extended, as described herein), the~~ Notes shall be deemed to be terminated and no amounts will thereafter be due, or if the Notes have been converted, the Units will be worthless. Such Units would have had an aggregate market value of approximately $13,~~457~~600,~~735~~379 based on the closing price of the Units of $1011.6796 on Nasdaq as of ~~January~~March 68, ~~2023~~2024; ● None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. ● In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented. ● Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. ● The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the Trust Account with respect to any of their insider shares if we do not complete a business combination. Furthermore, our initial shareholders have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

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Under British Virgin Islands law, directors owe the following fiduciary duties:

●

duty to act in good faith in what the director believes to be in the best interests of the company as a whole;

●

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

●

directors should not properly fetter the exercise of future discretion;

●

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

●

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above mentioned conflicts will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities.

In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have.

The following table summarizes the current pre-existing fiduciary or contractual obligations of our officers and directors.

Name of Individual Name of Affiliated Company Affiliation Priority/Preference relative to Ace Global Business Acquisition Limited Eugene Wong Norwich Capital Limited Whiz Partners Asia Ltd. Managing Director Managing Director & Partner Norwich Capital Limited Whiz Partners Asia Ltd. Nicholas Xue-Wei Tan East Ocean Capital Partner East Ocean Capital Robert Morris Oasis Management ~~Inception Growth Acquisition Limited~~ Portfolio Manager ~~Independent Director~~ Oasis Management ~~Inception Growth Acquisition Limited~~ Yan Xu Whiz Partners Asia Ltd. Inception Growth Acquisition Limited Vice President Independent Director Whiz Partners Asia Ltd. Inception Growth Acquisition Limited Leslie Chow Phase Scientific International Limited Chief Financial Officer Phase Scientific International Limited

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In connection with the vote required for any business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective insider shares and private shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to those ordinary shares acquired by them prior to the IPO. If they purchased ordinary shares in the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment to our amended and restated memorandum and articles of association relating to pre-business combination activity.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or initial shareholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent directors (if we have any at that time). Furthermore, in no event will any of our initial shareholders, officers, directors, special advisors or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination.

Code of Ethics

We adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our ordinary shares and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner.

ITEM 11. EXECUTIVE COMPENSATION

Employment Agreements

We have not entered into any employment agreements with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

Executive Officer and Director Compensation

No executive officer has received any cash compensation for services rendered to us. No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement is challenged.

32Clawback Policy

On November 29, 2023, our board of directors adopted a clawback policy (the “Clawback Policy”) permitting the Company to seek the recovery of incentive compensation received by any the Company’s current and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and Nasdaq rules) (the “Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement. A copy of the Clawback Policy is exhibited hereto as Exhibit 97.1.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The following table sets forth as of ~~January~~March 68, ~~2023~~ 2024 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding ordinary shares (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of ~~January 6~~March 8, ~~2023~~2024, we had 3,~~789~~431,~~547~~179 ordinary shares issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants ~~or conversion of rights, as the warrants are not exercisable within 60 days of January 6, 2023~~.

Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership of Ordinary Shares		Approximate Percentage of Outstanding Ordinary Shares
5% Or Greater Holder
Ace Global Investment Limited(1)		1,369,000		3639.1390	%
Karpus Investment Management(2)		494,867		13.06	%
Fir Tree Capital Management LP(2)		207,920		6.06	%
Feis Equities LLC / Lawrence M. Feis (3)		327,357		8.64	%
Polar Multi-Strategy Master Fund(3)		378,900		11.04	%
Polar Asset Management Partners Inc.(4)		380,000		10.03	%
Harraden Circle Investors, LP / Harraden Circle Investors GP, LP / Harraden Circle Investors GP, LLC / Harraden Circle Investments, LLC / Frederick V. Fortmiller, Jr.(4)		270,214		7.88	%
ATW SPAC Management LLC / Antonio Ruiz-Gimenez(5)		396,000		10.45	%
Fir Tree Capital Management LP(6)		310,000		8.18	%
Executive Officers and Directors
Eugene Wong		20,000		*
Nicholas Xue-Wei Tan		20,000		*
Robert Morris		15,000		*
Yan Xu		15,000		*
Leslie Chow		15,000		*
All directors and executive officers as a group (5 individuals)(7)		85,000		2.24	%
All directors and executive officers as a group (5 individuals)(5)		85,000		2.48	%

*	Less than 1%.

(1)	The principal business office of Ace Global Investment Limited (the “Sponsor”) is located at Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway, Admiralty, Hong Kong. The 1,369,000 ordinary shares (consisting of 1,065,000 ordinary shares and 304,000 ordinary shares included as part of the private units) held by the Sponsor may be deemed to be indirectly beneficially owned by Ms. Chan Yuen Wah.
(2)	~~Information~~Based ~~is based solely~~ on a ~~report on~~ Schedule 13G filed ~~by Karpus Management, Inc d/b/a Karpus Investment Management (“Karpus”)~~ on February 14, ~~2023.~~2024 ~~The~~by ~~principal business office of Karpus is located at 183 Sully’s Trail, Pittsford, New York 14534. Karpus possesses~~ the ~~sole~~reporting ~~voting power and sole dispositive power with respect to the 494,867 ordinary shares held by accounts managed by Karpus and beneficially owned by Karpus~~person. ~~Karpus~~The isaddress afor ~~registered investment adviser under Section 203 of~~ the ~~Investment~~reporting ~~Advisers~~person ~~Act of 1940 and~~ is ~~controlled~~500 by5th ~~City of London Investment Group plc (“CLIG”)~~Avenue, ~~which~~9th ~~is listed on the London Stock Exchange. However~~Floor, inNew ~~accordance with SEC Release No. 34-39538 (January 12~~York, ~~1998),~~New ~~effective~~York informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG10110.
(3)	~~Information~~Based ~~is based solely~~ on a ~~report on~~ Schedule 13G filed byon ~~Feis~~October ~~Equities~~10, ~~LLC~~2023 ~~(“Feis”)~~by ~~and~~Polar ~~Lawrence~~Asset M.Management ~~Feis~~Partners ~~(“Lawrence”) on February 8~~Inc., ~~2023.~~a ~~The~~company ~~principal~~incorporated ~~business~~under ~~office~~the laws of ~~Feis~~Ontario, ~~and~~Canada, ~~Lawrence~~which isserves ~~located~~as atthe 20investment ~~North~~advisor ~~Wacker~~to ~~Drive,~~Polar ~~Suite~~Multi-Strategy ~~2115,~~Master ~~Chicago~~Fund, ~~Illinois~~a ~~60606.~~Cayman ~~Feis~~Islands ~~and~~exempted ~~Lawrence~~company ~~possess~~who holds the ~~sole~~securities. ~~voting~~The ~~power~~address ~~and~~for ~~sole~~the ~~dispositive~~reporting ~~power~~person ~~with~~is ~~respect~~16 toYork ~~the 327~~Street,~~357~~ ~~ordinary~~Suite ~~shares~~2900, ~~held~~Toronto, byON, ~~Feis~~Canada ~~and~~M5J ~~Lawrence~~0E6.
(4)	~~Information~~Based ~~is based solely~~ on a ~~report~~Schedule 13G filed on ~~Form~~January 331, ~~filed~~2024 by ~~Polar~~Harraden ~~Asset~~Circle ~~Management~~Investors, ~~Partners~~LP ~~Inc.~~ (“~~Polar~~Harraden Fund”), onHarraden ~~January~~Circle 19Investors GP, ~~2023.~~LP ~~The~~(“Harraden ~~principal~~GP”), ~~business~~Harraden ~~office~~Circle ofInvestors ~~Polar~~GP, isLLC ~~located~~(“Harraden atLLC”), 16Harraden ~~York~~Circle ~~Street~~Investments, ~~Suite~~LLC ~~2900,~~(“Harraden ~~Toronto,~~Adviser”) A6and Frederick V. Fortmiller, ~~M5J~~Jr. ~~0E6~~(“Mr. ~~Polar~~Fortmiller”). The securities reported herein are directly beneficially owned by Harraden Fund. Harraden GP is athe ~~company~~general ~~incorporated~~partner ~~under~~to Harraden Fund, and Harraden LLC is the ~~laws~~general partner of ~~Ontario,~~Harraden ~~Canada,~~GP. ~~which~~Harraden Adviser serves as investment ~~advisor~~manager to ~~Polar~~Harraden ~~Multi-Strategy~~Fund ~~Master~~and ~~Fund,~~other ahigh ~~Cayman~~net ~~Islands~~worth ~~exempted~~individuals. ~~company~~Mr. ~~(“PMSMF”)~~Fortmiller is the managing member of each of Harraden LLC and ~~has~~Harraden ~~sole~~Adviser. ~~voting~~In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and ~~investment~~Mr. ~~discretion~~Fortmiller ~~with~~may ~~respects~~be deemed to indirectly beneficially own the ~~380,000~~securities ~~ordinary~~reported ~~shares~~herein ~~held~~directly beneficially owned by ~~PMSMF~~Harraden Fund. The address for the reporting persons is 299 Park Avenue, 21st Floor, New York, NY 10171.
(5)	~~Information~~Unless isotherwise ~~based solely on a report on Schedule 13G filed by ATW SPAC Management LLC (“ATW”) and Antonio Ruiz-Gimenez on February 14~~indicated, ~~2022.~~the ~~The principal~~ business ~~office~~address ~~(or~~of ~~residence)~~each of ~~ATW~~the ~~and~~individuals ~~Antonio Ruiz-Gimenez~~ is ~~located~~c/o atAce ~~7969~~Global NWBusiness ~~2nd~~Acquisition ~~Street~~Limited, ~~#401~~Rm. 806, ~~Miami~~8/F, ~~Florida~~Tower ~~33126. ATW and Antonio Ruiz-Gimenez possess the shared voting power and shared dispositive power with respect to the 396~~2,~~000~~ ~~ordinary~~Lippo ~~shares held by one or more separately managed accounts managed by ATW~~Centre, ~~which has been delegated exclusive authority to vote and/or direct the disposition of the ordinary shares held by such separately managed accounts~~No. ~~Antonio~~89 ~~Ruiz-Gimenez is the managing member of ATW. For the purposes of Reg. Section 240.13d-3~~Queensway, ~~ATW and Antonio Ruiz-Gimenez are deemed to be the beneficial owners of the 396~~Admiralty,~~000~~ ~~ordinary~~Hong ~~shares~~Kong.
(6)	Information is based solely on a report on Schedule 13G filed by Fir Tree Capital Management LP (“Fir Tree”) on February 14, 2022. The principal business office of Fir Tree is located at 55 West 46th Street, 29th Floor New York, NY 10036. Fir Tree possesses the sole voting power and sole dispositive power with respect to the 310,000 ordinary shares beneficially owned by Fir Tree.

(7) Unless otherwise indicated, the business address of each of the individuals is c/o Ace Global Business Acquisition Limited, Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway, Admiralty, Hong Kong.34

All of the insider shares issued and outstanding prior to the IPO were placed in escrow with Continental Stock Transfer & Trust Company, LLC, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of one year after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the remaining 50% of the insider shares, one year after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their shares for cash, securities or other property.

During the escrow period, the holders of these shares will not be able to sell or transfer their securities except (i) to the Company’s pre-IPO shareholders, or to the Company’s officers, directors, advisors and employees, (ii) if the Initial Shareholder is an entity, as a distribution to partners, members or shareholders of the Initial Shareholder upon the liquidation and dissolution of the Initial Shareholder, (iii) by bona fide gift to a member of the Initial Shareholder’s immediate family or to a trust, the beneficiary of which is the Initial Shareholder or a member of the Initial Shareholder’s immediate family for estate planning purposes, (iv) by virtue of the laws of descent and distribution upon death of the Initial Shareholder, (v) pursuant to a qualified domestic relations order, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Private Units were originally purchased or (vii) to the Company for cancellation in connection with the consummation of our initial business combination, in each case (except for clause (vii)) where the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our shareholders, including, without limitation, the right to vote their ordinary shares and the right to receive cash dividends, if declared. If dividends are declared and payable in ordinary shares, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate the trust account, none of our initial shareholders will receive any portion of the liquidation proceeds with respect to their insider shares.

In order to meet our working capital needs, our initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, ~~without interest,~~ or, at the lender’s discretion, ~~up to $500,000 of the notes may be~~ converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of notes were so converted). Our shareholders have approved the issuance of the private units ~~and underlying securities~~ upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans will not be repaid.

Our Sponsor and our executive officers and directors are deemed to be our “promoters,” as that term is defined under the Federal securities laws.

In November 2020, 1,000 shares were sold. In December 2020, the Company issued another 1,149,000 ordinary shares resulting in an aggregate of 1,150,000 ordinary shares outstanding to the sponsor and our directors and officers, which we refer to throughout this report as the “insider shares,” for an aggregate purchase price of $25,000, or approximately $0.02 per share.

Simultaneously with the closing of the IPO, the Company consummated the private placement with certain of its initial shareholders of 304,000 units at a price of $10.00 per Private Unit, generating total proceeds of $3,040,000.

In order to meet our working capital needs following the consummation of the IPO, our initial shareholders, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up to $600,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 60,000 ordinary shares and warrants to purchase 60,000 ordinary shares if $600,000 of notes were so converted). Our shareholders have approved the issuance of the units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

3435

The holders of our insider shares issued and outstanding prior to the date of the IPO, as well as the holders of the private units (and all underlying securities) and any securities our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant to offering registration rights agreement. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the private units or securities issued in payment of working capital loans made to us can elect to exercise these registration rights at any time after we consummate a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

We will reimburse our officers and directors for any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

The Sponsor has paid the expenses incurred by the Company an aggregate of $~~893~~2,~~814~~ 226,906 on a non-interest bearing basis as of December 31, ~~2022~~2023. As of December 31, ~~2022~~2023 and ~~2021~~2022, the Company owed a balance of $~~893~~2,~~814~~226,906 and $~~185~~893,~~867~~814, respectively, to our Sponsor.

The Company is obligated to pay our Sponsor a monthly fee of $10,000 for general and administrative services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee that the Company lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial business combination.

All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions, including the payment of any compensation, will require prior approval by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent” directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

We also require each of our directors and executive officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

3536

Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders unless we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Director Independence

Nasdaq listing standards require that within one year of the listing of our securities on the Nasdaq Capital Market we have at least three independent directors and that a majority of our board of directors be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive Officers and Corporate Governance.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to be paid to Adeptus Partners LLC (“Adeptus”), Marcum LLP (“Marcum”) and Friedman LLP (“Friedman”), ~~prior~~for services torendered. ~~the~~Certain ~~acquisition~~assets of ~~certain~~Friedman ~~assets~~were ~~of Friedman~~acquired by Marcum effective September 1, 2022~~, for services rendered~~.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Friedman and Marcum in connection with regulatory filings. The aggregate fees billed by Friedman and Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2022 and 2021 totaled approximately $66,000 and $66,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

~~Audit-Related~~The ~~Fees.~~aggregate ~~Audit-related services consist of~~ fees billed by Adeptus for ~~assurance~~professional services ~~and~~rendered ~~related~~for ~~services~~the ~~that~~audit ~~are~~of ~~reasonably~~our ~~related~~annual tofinancial ~~performance~~statements, review of the ~~audit~~financial orinformation ~~review~~included ofin our ~~financial~~Forms 10-Q for ~~statements~~the respective periods and ~~are~~other ~~not~~required ~~reported~~filings ~~under~~with ~~“Audit~~the ~~Fees.”~~SEC ~~These~~for ~~services~~the ~~include~~years ~~attest~~ended ~~services~~December ~~that~~31, ~~are~~2023 ~~not~~and ~~required~~2022 bytotaled ~~statute~~approximately $51,000 orand ~~regulation~~$35,000, ~~and~~respectively. ~~consultations~~The ~~concerning~~aggregate ~~financial~~fees ~~accounting~~billed ~~and~~by ~~reporting~~Friedman ~~standards.~~and WeMarcum ~~did~~for ~~not~~professional ~~pay~~services ~~Friedman~~rendered for ~~consultations~~the ~~concerning~~audit of our annual financial ~~accounting~~statements, review of the financial information included in our Forms 10-Q for the respective periods and ~~reporting~~other ~~standards~~required filings with the SEC for the years ended December 31, 2023 and 2022 totaled approximately 76,639 and ~~2021~~$66,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

~~Tax~~Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Adeptus, Friedman or Marcum for consultations ~~tax~~concerning ~~planning~~financial accounting and ~~tax~~reporting ~~advice~~standards for the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

~~All~~Tax ~~Other~~ Fees. We did not pay Adeptus, Friedman or Marcum for ~~other~~tax ~~services~~planning and tax advice for the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

~~Pre-Approval~~All ~~Policy~~Other Fees. We did not pay Adeptus, Friedman or Marcum for other services for the years ended December 31, 2023 and 2022.

~~Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre~~Pre-~~approve~~Approval all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. All services subsequent to the formation of the audit committee have been approved by the audit committee.Policy

36Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. All services subsequent to the formation of the audit committee have been approved by the audit committee.

~~PART IV~~37

~~ITEM~~PART ~~15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~IV

~~(a)~~ITEM 15. EXHIBITS ~~Financial~~AND ~~Statements:~~FINANCIAL STATEMENT SCHEDULES

(1a) Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB ID: 688)	F-2
Report of Independent Registered Public Accounting Firm – Friedman LLP (PCAOB ID:711)	F-3
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 to F-21

(1)

Financial Statements:

(2) All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable

	Page
Report of Independent Registered Public Accounting Firm – Adeptus Partners, LLC (PCAOB ID# 3686)	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 to F-22

(32) ~~See~~All ~~attached~~supplemental ~~Exhibit~~schedules ~~Index~~have ofbeen ~~this~~omitted ~~Annual~~since ~~Report~~the oninformation ~~Form~~is ~~10-K~~either included in the financial statements or the notes thereto or they are not required or are not applicable

37(3) See attached Exhibit Index of this Annual Report on Form 10-K

~~(b) Exhibits~~38

Exhibit No.		Description
1.1		Underwriting Agreement, dated April 5, 2021, by and between the Registrant and Ladenburg Thalmann & Co. Inc.
3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities & Exchange Commission on January 9, 2023)
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)
4.2		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2021)
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2021)
4.5		Warrant Agreement, dated April 5, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant
4.8		Description of Securities
10.1		Letter Agreements, dated April 5, 2021, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant
10.2		Investment Management Trust Agreement, dated April 5, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant
10.3		Stock Escrow Agreement, dated April 5, 2021, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders
10.4		Registration Rights Agreement, dated April 5, 2021, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders
10.5		Subscription Agreement, dated April 5, 2021, by and between the Company and the Sponsor
14		Form of Code of Ethics. (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)

(b) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated April 5, 2021, by and between the Registrant and Ladenburg Thalmann & Co. Inc. (incorporated by reference to Exhibit 1.1 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

3.1		Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities & Exchange Commission on September 21, 2023)

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)

4.2		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2021)

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on March 12, 2021)

4.5		Warrant Agreement, dated April 5, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

4.8		Description of Securities

10.1		Letter Agreements, dated April 5, 2021, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

10.2		Investment Management Trust Agreement, dated April 5, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

10.3		Amendment No. 1 to the Investment Management Trust Agreement, dated as of January 5, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities & Exchange Commission on January 9, 2023)

10.4		Amendment No. 2 to the Investment Management Trust Agreement, dated as of September 19, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities & Exchange Commission on September 21, 2023)

10.5		Stock Escrow Agreement, dated April 5, 2021, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

10.6		Registration Rights Agreement, dated April 5, 2021, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

10.7		Subscription Agreement, dated April 5, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 of the Form 8-K filed with the Securities & Exchange Commission on April 9, 2021)

14		Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)

31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)
99.2		Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)
99.3		Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)
101.INS		Inline XBRL Instance Document. *
101.SCH		Inline XBRL Taxonomy Extension Schema Document. *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document. *
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). *

* Filed herewith

31.1		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

31.2		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

97.1		Clawback Policy*

99.1		Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)

99.2		Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)

99.3		Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on March 12, 2021)

101.INS		Inline XBRL Instance Document.*

101.SCH		Inline XBRL Taxonomy Extension Schema Document.*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*

39* Filed herewith

~~SIGNATURES~~40

~~Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~SIGNATURES

	ACE GLOBAL BUSINESS ACQUISITION LIMITED
Dated: March 30, 2023	By:	/s/ Eugene Wong
	Name:	Eugene Wong
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	ACE GLOBAL BUSINESS ACQUISITION LIMITED

Dated: March 27, 2024	By:	/s/ Eugene Wong
	Name:	Eugene Wong
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Name	Position	Date
/s/ Eugene Wong	Chief Executive Officer	March 30, 2023
Eugene Wong	(Principal executive officer) and Director
/s/ Nicholas Xue Wei Tan	Chief Financial Officer	March 30, 2023
Nicholas Xue Wei Tan	(Principal financial and accounting officer)
/s/ Robert Morris	Independent Director	March 30, 2023
Robert Morris
/s/ Yan Xu	Independent Director	March 30, 2023
Yan Xu
/s/ Leslie Chow	Independent Director	March 30, 2023
Leslie Chow

Name	Position	Date

/s/ Eugene Wong	Chief Executive Officer	March 27, 2024
Eugene Wong	(Principal executive officer) and Director

/s/ Nicholas Xue Wei Tan	Chief Financial Officer	March 27, 2024
Nicholas Xue Wei Tan	(Principal financial and accounting officer)

/s/ Robert Morris	Independent Director	March 27, 2024
Robert Morris

/s/ Yan Xu	Independent Director	March 27, 2024
Yan Xu

/s/ Leslie Chow	Independent Director	March 27, 2024
Leslie Chow

~~ACE GLOBAL BUSINESS ACQUISITION LIMITED~~41

~~INDEX~~ACE TOGLOBAL ~~FINANCIAL~~BUSINESS ACQUISITION ~~STATEMENTS~~LIMITED

Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB ID: 688)	F-2
Report of Independent Registered Public Accounting Firm – Friedman LLP (PCAOB ID#711)	F-3
Financial Statements:
Consolidated Balance Sheets	F-4
Consolidated Statements of Operations	F-5
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity	F-6
Consolidated Statements of Cash Flows	F-7
Notes to Consolidated Financial Statements	F-8 to F-21

INDEX TO FINANCIAL STATEMENTS

F-1

	Page
Report of Independent Registered Public Accounting Firm – Adeptus Partners, LLC (PCAOB ID:#3686)	F-2
Financial Statements:
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Changes in Shareholders’ Deficit	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7 to F-22

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~F-1

ToReport of ~~the~~Independent ~~Shareholders~~Registered ~~and~~Public ~~Board~~Accounting ~~of Directors of~~Firm

~~Ace~~To ~~Global~~the ~~Business~~Board ~~Acquisition~~of ~~Limited~~Directors and Stockholders

~~Opinion~~of onACE ~~the~~Global ~~Financial~~Business ~~Statements~~Acquisition Limited

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Financial consolidated balance sheet of Ace Global Business Acquisition Limited (the “Company”) as of December 31, 2022, the related consolidated statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.Statements

~~Explanatory~~We ~~Paragraph~~have –audited ~~Going~~the ~~Concern~~accompanying consolidated balance sheets of ACE Global Business Acquisition Limited (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes in shareholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Substantial ~~accompanying~~Doubt financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company'’s Ability ~~ability~~ to ~~continue~~Continue as a ~~going~~Going ~~concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~Concern

~~Basis~~The ~~for~~accompanying ~~Opinion~~financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~These~~Basis ~~financial~~for statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Opinion

WeThese ~~conducted~~financial ~~our~~statements ~~audit~~are ~~in accordance with~~ the ~~standards~~ responsibility of the ~~PCAOB~~Company’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that~~to weexpress ~~plan~~an ~~and~~opinion ~~perform~~on the ~~audit~~Company’s tofinancial ~~obtain~~statements ~~reasonable~~based ~~assurance~~on ~~about whether the financial~~our ~~statements~~audits. We are ~~free~~a ofpublic ~~material~~accounting ~~misstatement,~~firm ~~whether~~registered ~~due~~with tothe ~~error~~Public ~~or fraud. The~~ Company isAccounting ~~not~~Oversight ~~required~~Board to(United ~~have,~~States) ~~nor~~(PCAOB) ~~were~~and ~~we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we~~ are required to ~~obtain~~be anindependent ~~understanding of~~with ~~internal~~respect ~~control~~to ~~over~~the ~~financial~~Company ~~reporting~~in ~~but~~accordance ~~not~~with ~~for~~ the ~~purpose~~U.S. offederal ~~expressing~~securities anlaws ~~opinion~~and on the ~~effectiveness~~applicable ofrules ~~the Company's internal~~and ~~control~~regulations ~~over~~of ~~financial~~the ~~reporting.~~Securities ~~Accordingly,~~and weExchange ~~express~~Commission noand ~~such~~the ~~opinion~~PCAOB.

~~Our~~We ~~audit~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in ~~to assess~~accordance with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. ofThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~The ~~performing~~Company ~~procedures~~is ~~that~~not ~~respond~~ required to ~~those~~have, ~~risks.~~nor ~~Such~~were we ~~procedures~~engaged ~~included~~to ~~examining~~perform, onan aaudit ~~test~~of ~~basis,~~its ~~evidence~~internal ~~regarding~~control ~~the~~over ~~amounts~~financial ~~and~~reporting. ~~disclosures~~As inpart ~~the~~of ~~financial~~our ~~statements. Our~~audits, ~~audit~~we ~~also~~are ~~included~~required ~~evaluating~~to ~~the~~obtain ~~accounting~~an understanding ~~principles~~of ~~used~~internal ~~and~~control ~~significant~~over ~~estimates~~financial ~~made by management~~reporting, asbut ~~well~~not asfor ~~evaluating~~ the ~~overall~~purpose ~~presentation~~ of expressing an opinion on the ~~financial~~effectiveness ~~statements.~~of Wethe Company’s ~~believe~~internal ~~that~~control ~~our~~over ~~audit~~financial ~~provides~~reporting. aAccordingly, ~~reasonable~~we ~~basis~~express ~~for~~no ~~our~~such opinion.

~~/s/~~Our ~~Marcum~~audits ~~llp~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

~~Marcum~~We ~~llp~~have served as the Company’s auditor since 2023.

WePCAOB: ~~have~~3686 ~~served~~Ocean, asNew ~~the~~Jersey ~~Company’s~~March ~~auditor since 2020 (such date takes into account the acquisition of certain assets of Friedman LLP by Marcum LLP effective September 1~~27, ~~2022).~~2024

~~Marlton, NJ March 30, 2023~~F-2

~~F-2~~ACE GLOBAL BUSINESS ACQUISITION LIMITED

~~REPORT OF~~CONSOLIDATED ~~INDEPENDENT~~BALANCE ~~REGISTERED PUBLIC ACCOUNTING FIRM~~SHEETS

To the Board of Directors and Shareholders of

	December 31, 2023			December 31, 2022

ASSETS
Current assets:
Cash and cash equivalents	$	68,541		$	91,432
Total current assets		68,541			91,432
Cash and investments held in trust account		23,330,523			48,982,188

TOTAL ASSETS	$	23,399,064		$	49,073,620

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payable	$	162,906		$	56,349
Note payable – related party		2,713,774			1,366,200
Advances from a related party		2,226,906			893,814
Total current liabilities		5,103,586			2,316,363

Warrant liabilities		7,676			10,000
Deferred underwriting compensation		1,840,000			1,840,000

TOTAL LIABILITIES		6,951,262			4,166,363

Commitments and contingencies		-			-

Ordinary shares, subject to possible redemption, 1,977,179 and 4,600,000 shares (at conversion value of $11.80 and $10.65 per share), respectively		23,330,523			48,982,188

Shareholders’ deficit:
Ordinary shares, $0.001 par value; 100,000,000 shares authorized; 1,454,000 shares issued and outstanding (excluding 1,977,179 and 4,600,000 shares subject to possible redemption, respectively)		1,454			1,454
Accumulated deficit		(6,884,175	)		(4,076,385	)

Total shareholders’ deficit		(6,882,721	)		(4,074,931	)

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$	23,399,064		$	49,073,620

~~Ace~~See ~~Global~~accompanying ~~Business~~notes ~~Acquisition~~to ~~Limited~~consolidated financial statements.

~~Opinion on the Financial Statements~~F-3

WeACE ~~have~~GLOBAL ~~audited~~BUSINESS ~~the~~ACQUISITION accompanying consolidated balance sheet of Ace Global Business Acquisition Limited (the “Company”) as of December 31, 2021 and the related consolidated statements of operations, changes in shareholders’ equity (deficit) and cash flows for the year ended December 31, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.LIMITED

~~Explanatory~~CONSOLIDATED ~~Paragraph~~STATEMENTS OF ~~— Going Concern~~OPERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December 31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	Year ended December 31, 2023			Year ended December 31, 2022

Formation, general and administrative expenses	$	(1,462,823	)	$	(838,852	)

Total operating expenses		(1,462,823	)		(838,852	)

Other income:
Change in fair value of warrant liabilities		2,324			1,230,000
Dividend income		1,233,001			693,058
Interest income		283			12
Total other income, net		1,235,608			1,923,070

(Loss) income before income taxes		(227,215	)		1,084,218

Income taxes		-			-

NET (LOSS) INCOME	$	(227,215	)	$	1,084,218

Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption		2,265,438			4,600,000
Basic and diluted net income per share, ordinary share subject to possible redemption	$	0.30		$	0.22
Basic and diluted weighted average shares outstanding, ordinary share not subject to possible redemption		1,454,000			1,454,000
Basic and diluted net loss per share, ordinary share attributable not subject to possible redemption	$	(0.62	)	$	(0.16	)

~~Basis~~See ~~for~~accompanying ~~Opinion~~notes to consolidated financial statements.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.F-4

WeACE ~~conducted~~GLOBAL ~~our~~BUSINESS ~~audit~~ACQUISITION in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.LIMITED

~~Our~~CONSOLIDATED ~~audit included performing procedures to assess~~STATEMENTS ~~the~~OF ~~risks~~CHANGES ofIN ~~material~~SHAREHOLDERS’ misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.DEFICIT

/s/ Friedman LLP

	For the year ended December 31, 2023
	Ordinary shares							Total
	No. of shares		Amount		Accumulated deficit			shareholders’ deficit
Balance as of January 1, 2023		1,454,000	$	1,454	$	(4,076,385	)	$	(4,074,931	)

Accretion of carrying value to redemption value		-		-		(2,580,575	)		(2,580,575	)
Net loss		-		-		(227,215	)		(227,215	)
Balance as of December 31, 2023		1,454,000	$	1,454	$	(6,884,175	)	$	(6,882,721	)

Friedman LLP

	For the year ended December 31, 2022
	Ordinary shares							Total
	No. of shares		Amount		Accumulated deficit			shareholder’ deficit
Balance as of January 1, 2022		1,454,000	$	1,454	$	(3,098,415	)	$	(3,096,961	)

Accretion of carrying value to redemption value		-		-		(2,062,188	)		(2,062,188	)
Net loss		-		-		1,084,218			1,084,218
Balance as of December 31, 2022		1,454,000	$	1,454	$	(4,076,385	)	$	(4,074,931	)

WeSee ~~served~~accompanying asnotes ~~the~~to ~~Company’s~~consolidated ~~auditor from~~financial ~~2020 through 2022~~statements.

~~New York, NY~~F-5

~~February~~ACE ~~28,~~GLOBAL ~~2022~~BUSINESS ACQUISITION LIMITED

~~F-3~~CONSOLIDATED STATEMENTS OF CASH FLOWS

ACE GLOBAL BUSINESS ACQUISITION LIMITED

	Year ended December 31, 2023			Year ended December 31, 2022
Cash flows from operating activities:
Net (loss) income	$	(227,215	)	$	1,084,218
Adjustments to reconcile net (loss) income to net cash used in operating activities
Change in fair value of warrant liabilities		(2,324	)		(1,230,000	)
Interest income and dividend income earned in cash and investments income held in trust account		(1,233,001	)		(693,058	)

Change in operating assets and liabilities:
Prepaid expenses		-			62,484
Accrued liabilities and other payable		106,557			37,833
Net cash used in operating activities		(1,355,983	)		(738,523	)
Cash flows from investing activities:
Proceeds of promissory notes deposited in trust account by a founder shareholder		(1,347,574	)		(1,366,200	)
Withdraw of investments in Trust Account		28,232,240			-

Net cash provided by (used in) investing activities		26,884,666			(1,366,200	)

Cash flows from financing activities:
Proceeds of promissory notes		1,347,574			1,366,200
Redemption of ordinary shares		(28,232,240	)		-
Advances from a related party		1,333,092			707,947
Net cash (used in) provided by financing activities		(25,551,574	)		2,074,147

NET CHANGE IN CASH		(22,891	)		(30,576	)

CASH, BEGINNING OF YEAR		91,432			122,008

CASH, END OF YEAR	$	68,541		$	91,432

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Accretion of carrying value to redemption value	$	(2,580,575	)	$	(2,062,188	)

~~CONSOLIDAED BALANCE~~See ~~SHEETS~~accompanying notes to consolidated financial statements.

	December 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash	$	91,432		$	122,008
Prepayment		-			62,484
Total current assets		91,432			184,492
Cash and investments held in trust account		48,982,188			46,922,930
TOTAL ASSETS	$	49,073,620		$	47,107,422
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payable	$	56,349		$	18,516
Note payable – related party		1,366,200			-
Advances from a related party		893,814			185,867
Total current liabilities		2,316,363			204,383
Warrant liabilities		10,000			1,240,000
Deferred underwriting compensation		1,840,000			1,840,000
TOTAL LIABILITIES		4,166,363			3,284,383
Commitments and contingencies
Ordinary shares, subject to possible redemption 4,600,000 and 4,600,000 shares (at conversion value of $10.65 and $10.20 per share)		48,982,188			46,920,000
Shareholders’ deficit:
Ordinary shares, $0.001 par value; 100,000,000 shares authorized; 1,454,000 shares issued and outstanding (excluding 4,600,000 shares subject to possible redemption)		1,454			1,454
Accumulated deficit		(4,076,385	)		(3,098,415	)
Total shareholders’ deficit		(4,074,931	)		(3,096,961	)
TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT	$	49,073,620		$	47,107,422

F-6

~~The accompanying notes are an integral part of~~ACE ~~these~~GLOBAL ~~consolidated~~BUSINESS ~~financial~~ACQUISITION ~~statements.~~LIMITED

~~F-4~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~ACE~~NOTE 1 ~~GLOBAL~~– ~~BUSINESS~~ORGANIZATION ~~ACQUISITION~~AND ~~LIMITED~~BUSINESS BACKGROUND

~~CONSOLIDAED~~Ace Global ~~STATEMENTS~~Business OFAcquisition ~~OPERATIONS~~Limited (“ACE” and the “Company”) is a newly organized blank check company incorporated on November 2, 2020, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on opportunities in the artificial intelligence and any other related technology innovations market in North America.

	Year ended December 31, 2022			Year ended December 31, 2021
Formation, general and administrative expenses	$	(838,852	)	$	(1,024,127	)
Total operating expenses		(838,852	)		(1,024,127	)
Other income
Change fair value of warrant liabilities		1,230,000			18,560
Dividend income		693,058			2,930
Interest income		12			42
Total other income, net		1,923,070			21,532
Income (loss) before income taxes		1,084,218			(1,002,595	)
Income taxes		-			-
NET INCOME (LOSS)	$	1,084,218		$	(1,002,595	)
Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption		4,600,000			3,352,329
Basic and diluted net income per share, ordinary share subject to possible redemption	$	0.29		$	0.22
Basic and diluted weighted average shares outstanding, ordinary share attributable to Ace Global Business Acquisition Limited		1,454,000			1,371,545
Basic and diluted net loss per share, ordinary share attributable to Ace Global Business Acquisition Limited	$	(0.16	)	$	(1.27	)

ACBA Merger Sub I Limited (“PubCo”) is a company incorporated on December 28, 2022, under the laws of the British Virgin Islands for the purpose of effecting the business combination. PubCo is wholly owned by ACE.

~~The~~ACBA Merger ~~accompanying~~Sub ~~notes~~II ~~are~~Limited an(“Merger ~~integral~~Sub”) ~~part~~is a company incorporated on December 29, 2022, under the laws of the British Virgin ~~these~~Islands ~~consolidated~~for ~~financial~~the ~~statements~~purpose of effecting the business combination. Merger Sub is wholly owned by PubCo.

~~F-5~~The Company’s entire activity from inception up to December 31, 2022 was in preparation for the initial public offering. Since the initial public offering, the Company’s activities have been limited to the evaluation of business combination candidates. The Company has selected December 31 as its fiscal year end.

~~ACE GLOBAL BUSINESS ACQUISITION LIMITED~~Financing

~~CONSOLIDAED~~The registration ~~STATEMENT~~statement OFfor ~~CHANGES~~the ~~IN SHAREHOLDERS~~Company’s Initial Public Offering became effective on April 5, 2021. On April 8, 2021, the Company consummated the Initial Public Offering of 4,000,000 units (~~DEFICIT~~the “Public Units”), ~~EQUITY~~at $10.00 per Public Unit, generating gross proceeds of $40,000,000 which is described in Note 3.

	For the year ended December 31, 2022
	Ordinary shares				Additional paid-in		Accumulated			Total shareholders’ equity
	No. of shares		Amount		capital		deficit			(deficit)
Balance as of January 1, 2022		1,454,000	$	1,454	$	-	$	(3,098,415	)	$	(3,096,961	)
Accretion of carrying value to redemption value		-		-		-		(2,062,188	)		(2,062,188	)
Net income		-		-		-		1,084,218			1,084,218
Balance as of December 31, 2022		1,454,000	$	1,454	$	-	$	(4,076,385	)	$	(4,074,931	)

Subsequently, the underwriters exercised their over-allotment option in full, and the closing of the issuance and sale of the additional Public Units occurred on April 9, 2021. The total aggregate issuance by the Company of 600,000 units at a price of $10.00 per unit resulted in gross proceeds of $6,000,000.

	For the year ended December 31, 2021
	Ordinary shares						Additional paid-in			Accumulated			Total shareholders’ equity
	No. of shares			Amount			capital			deficit			(deficit)
Balance as of January 1, 2021		1,150,000		$	1,150		$	23,850		$	(15,806	)	$	9,194
Sale of units in initial public offering		4,600,000			4,600			43,030,400			-			43,035,000
Sale of units to the founder in private placement		304,000			304			1,781,136			-			1,781,440
Initial classification of ordinary shares subject to possible redemption		(4,600,000	)		(4,600	)		(44,787,763	)		-			(44,792,363	)
Allocation of offering costs to ordinary shares subject to possible redemption		-			-			2,887,160			-			2,887,160
Accretion of carrying value to redemption value								(2,934,783	)		(2,080,014	)		(5,014,797	)
Net loss		-			-			-			(1,002,595	)		(1,002,595	)
Balance as of December 31, 2021		1,454,000		$	1,454		$	-		$	(3,098,415	)	$	(3,096,961	)

Simultaneously with the closing of the Initial Public Offering on April 8, 2021, the Company consummated the sale of 280,000 units (the “Private Units”) at a price of $10.00 per Private Unit in a private placement, generating gross proceeds of $2,800,000, which is described in Note 4. On April 9, 2021, simultaneously with the sale of the over-allotment units, the Company consummated the private sale of an additional 24,000 Private Units, generating gross proceeds of $240,000.

~~The~~Transaction costs ~~accompanying~~amounted ~~notes~~to ~~are~~$1,125,000, anconsisting ~~integral~~of ~~part~~$920,000 of underwriter’s fees and $205,000 of other offering costs. The deferred underwriter’s ~~these~~fee ~~consolidated~~of ~~financial~~4.0% ~~statements~~of the gross proceeds of the Initial Public Offering, or $1,840,000, will be paid upon the closing of the Business Combination.

~~F-6~~Trust Account

~~ACE~~Following the ~~GLOBAL~~closing ~~BUSINESS~~of ~~ACQUISITION~~the ~~LIMITED~~Initial Public Offering on April 8, 2021 and exercise of the over-allotment option on April 9, 2021, an aggregate amount of $46,920,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”). The aggregate amount of $46,920,000 ($10.20 per Public Unit) will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below, except that interest earned on the Trust Account can be released to the Company to pay its tax obligations.

~~CONSOLIDAED STATEMENTS OF CASH FLOWS~~F-7

	Year ended December 31, 2022			Year ended December 31, 2021
Cash flows from operating activities:
Net income (loss)	$	1,084,218		$	(1,002,595	)
Adjustments to reconcile net income (loss) to net cash used in operating activities
Change in fair value of warrant liabilities		(1,230,000	)		(18,560	)
Interest income and dividend income earned in cash and investments income held in trust account		(693,058	)		(2,930	)
Change in operating assets and liabilities:
Decrease (increase) in prepayment		62,484			(62,484	)
Increase in accrued liabilities		37,833			15,549
Net cash used in operating activities		(738,523	)		(1,071,020	)
Cash flows from investing activities:
Proceeds deposited in Trust Account		-			(46,920,000	)
Proceeds of promissory notes deposited in trust account by a founder shareholder		(1,366,200	)		-
Net cash used in investing activities		(1,366,200	)		(46,920,000	)
Cash flows from financing activities:
Proceeds from public offering		-			44,920,000
Proceeds from private placements		-			3,040,000
Proceeds of promissory notes		1,366,200			-
Advances from a related party		707,947			153,028
Net cash provided by financing activities		2,074,147			48,113,028
NET CHANGE IN CASH		(30,576	)		122,008
CASH, BEGINNING OF YEAR		122,008			-
CASH, END OF YEAR	$	91,432		$	122,008
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
Initial classification of ordinary shares subject to possible redemption	$	-		$	44,792,363
Allocation of offering costs to ordinary shares subject to possible redemption	$	-		$	2,887,160
Accretion of carrying value to redemption value	$	(2,062,188	)	$	(5,014,797	)
Accrued underwriting compensation	$	-		$	1,840,000
Initial recognition of warrant liabilities	$	-		$	1,258,560

Business Combination

The Company’s ~~accompanying~~management ~~notes~~has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the signing of an ~~integral~~agreement ~~part~~to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting ~~these~~securities ~~consolidated~~of ~~financial~~the ~~statements~~target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

~~F-7~~The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

~~ACE~~If a ~~GLOBAL~~shareholder ~~BUSINESS~~vote ~~ACQUISITION~~is ~~LIMITED~~not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

~~NOTES~~The TOshareholders ~~CONSOLIDATED~~will ~~FINANCIAL~~be ~~STATEMENTS~~entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.20 per Public Share, subject to an increase of up to an additional $0.15 per Public Share in the event that the Ace Global Investment Limited (“the Sponsor”), elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 9). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity.

~~NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND~~F-8

~~Ace~~The Sponsor ~~Global~~and ~~Business~~any ~~Acquisition~~of ~~Limited~~the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “~~ACE~~shareholders”) and the underwriters will agree (a) to vote their Founder Shares, the ordinary shares included in the Private Units (the “~~Company~~Private Shares”) isand aany ~~newly~~Public ~~organized~~Shares ~~blank~~purchased ~~check~~during ~~company~~or ~~incorporated~~after onthe ~~November~~Initial 2,Public ~~2020~~Offering in favor of a Business Combination, ~~under~~(b) not to propose an amendment to the ~~laws~~Company’s Amended and Restated Memorandum and Articles of Association with respect to the ~~British~~Company’s ~~Virgin~~pre-Business ~~Islands~~Combination ~~for~~activities prior to the ~~purpose~~consummation of ~~acquiring,~~a ~~engaging~~Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in aconjunction ~~share~~with ~~exchange,~~any ~~share~~such ~~reconstruction~~amendment; ~~and~~(c) ~~amalgamation,~~not ~~purchasing~~to ~~all~~redeem orany ~~substantially~~shares ~~all~~(including of the ~~assets~~Founder ~~of,~~Shares) ~~entering~~and Private Shares into ~~contractual~~the ~~arrangements,~~right orto ~~engaging~~receive incash ~~any~~from ~~other~~the ~~similar~~Trust ~~business~~Account ~~combination~~in connection with ~~one~~a orshareholder vote ~~more~~to ~~businesses or~~approve ~~entities~~a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination~~”).~~ ~~Although~~if the Company does is not ~~limited~~seek toshareholder aapproval ~~particular~~in ~~industry~~connection therewith) or ~~geographic~~a ~~region~~vote ~~for~~to ~~purposes~~amend the provisions of the Amended and Restated Memorandum and Articles of ~~consummating~~Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the ~~Company~~shareholders ~~intends~~will tobe ~~focus~~entitled onto ~~opportunities~~liquidating indistributions from the ~~artificial~~Trust ~~intelligence~~Account ~~and~~with respect to any ~~other~~Public ~~related~~Shares purchased ~~technology~~during ~~innovations~~or ~~market~~after inthe ~~North~~Initial ~~America~~Public Offering if the Company fails to complete its Business Combination.

~~ACBA~~On August ~~Merger~~23, ~~Sub~~2021, Ithe Company, DDC Enterprise Limited (“~~PubCo~~DDC”) and Ka Yin Norma Chu (as shareholders’ representative) isentered into a ~~company~~Share ~~incorporated~~Exchange onAgreement, ~~December~~pursuant ~~28,~~to ~~2022,~~which ~~under~~the Company will purchase from DDC’s shareholders all of the ~~laws~~issued and outstanding shares and other equity interests in and of DDC. Upon the ~~British~~closing ~~Virgin~~of ~~Island~~the ~~for~~transactions contemplated in the ~~purpose~~Share Exchange Agreement, Ace will acquire 100% of ~~effecting~~the issued and outstanding securities of DDC, in exchange for approximately 30,000,000 of the ~~business~~Company’s ~~combination.~~ordinary ~~PubCo~~shares, isamong ~~wholly~~which ~~owned~~3,000,000 byordinary ~~ACE~~shares are to be issued and held in escrow to satisfy any indemnification obligations of the seller.

~~ACBA~~On July ~~Merger~~11, ~~Sub~~2022, IIthe Company and DDC Enterprise Limited (“~~Merger Sub~~DDC”) is aentered ~~company~~into ~~incorporated~~that oncertain ~~December~~Mutual ~~29,~~Termination ~~2022,~~of ~~under~~Share Exchange Agreement (the ~~laws~~“Mutual ofTermination ~~the~~Agreement”) ~~British~~pursuant ~~Virgin~~to ~~Island~~which ~~for~~ the ~~purpose~~Company ofand ~~effecting~~DDC mutually agreed to terminate the ~~business~~Share ~~combination~~Exchange Agreement pursuant to Section 12.3(a) ~~Merger~~thereof. ~~Sub~~Except isas ~~wholly~~otherwise ~~owned~~set byforth ~~PubCo~~in the Share Exchange Agreement, none of the Contracting Parties shall have any further liability thereunder.

~~The~~On December 23, 2022, the Company’s ~~entire~~entered ~~activity~~into ~~from~~a ~~inception~~business combination upagreement (the “Agreement”) with LE Worldwide Limited (“LEW”), a British Virgin Islands business company. Pursuant to ~~December~~the 31Agreement, ~~2022~~ACE ~~was~~will inmerge ~~preparation~~with ~~for~~and into PubCo, a British Virgin Islands business company and wholly owned subsidiary of ACE with each of the ~~initial~~outstanding ~~public~~units, ~~offering.~~shares ~~Since~~and warrants of the ~~initial~~Company ~~public~~exchanged ~~offering~~on a one for one basis into units, shares and warrants of PubCo. Merger Sub, a British Virgin Islands business company and wholly owned subsidiary of ACE , was formed for the ~~Company’s~~sole ~~activity~~purpose of merging ~~has~~with ~~been~~and ~~limited~~into tothe LEW, following which the ~~evaluation~~LEW will be the surviving entity and a wholly owned subsidiary of ~~business~~PubCo ~~combination~~(the ~~candidates~~“Acquisition Merger”). ~~The~~Upon ~~Company~~the ~~has~~Acquisition ~~selected~~Merger ~~December~~becoming 31effective, asPubCo ~~its~~shall ~~fiscal~~pay ~~year~~an ~~end~~aggregate consideration of $150,000,000 (the “Merger Consideration”) to LEW’s shareholders, which shall be issued and divided into $10.00 per Ordinary Share of PubCo (the “Merger Consideration Shares”).

~~Financing~~On July 6, 2023, the Company entered into the Amendment No. 1 to the Agreement and Plan of Merger (the “First Amendment”) with PubCo, Merger Sub and LEW. Pursuant to the First Amendment, the Parties agreed to, among other things, amend (i) Section 11.3 of the Merger Agreement to provide that the Nasdaq listing condition in Section 11.3(f) cannot be waived by the Company; and (ii) Sections 12.1 through 12.4 of the Merger Agreement to replace the third-party escrow arrangements relating to the indemnification obligations of the Company pursuant to the Merger Agreement with holdback arrangements.

~~The~~On ~~registration~~September ~~statement~~19, ~~for~~2023, the Company’s entered into ~~Initial~~the ~~Public~~Amendment ~~Offering~~No. ~~became~~2 ~~effective~~to onthe ~~April~~Merger 5Agreement (the “Second Amendment”) with PubCo, ~~2021~~Merger Sub and LEW. OnThe ~~April~~Second 8Amendment amended the Merger Agreement to, ~~2021~~among other things, reduce the ~~Company~~Merger ~~consummated~~Consideration, ~~the~~as ~~Initial~~defined ~~Public~~in ~~Offering~~the ofMerger 4Agreement,~~000,000~~ from $150 million ~~units~~to ($110 million. As a result of the ~~“Public~~Second ~~Units”)~~Amendment, atas ~~$10.00~~consideration ~~per~~for ~~Public~~the ~~Unit~~transactions contemplated by the Merger Agreement, ~~generating~~PubCo will ~~gross~~issue ~~proceeds~~to LEW a number of ordinary shares valued at $40104.5 million,~~000,000~~ which is ~~described~~$110 inmillion ~~Note~~less 5% of the aggregate amount of merger 3consideration that is subject to holdback arrangements.

~~Subsequently, the underwriters exercised their over~~F-~~allotment option in full, and the closing of the issuance and sale of the additional Public Units occurred on April~~ 9~~, 2021. The total aggregate issuance by the Company of 600,000 units at a price of $10.00 per unit resulted in gross proceeds of $6,000,000.~~

~~Simultaneously~~On January ~~with~~5, 2023, the ~~closing~~Company offiled ~~the~~an ~~Initial Public~~amended ~~Offering~~and onrestated ~~April~~memorandum 8,and ~~2021~~articles of association (the “Charter Amendment”), giving the Company ~~consummated~~the right to extend the ~~sale~~date by which it has to complete a business combination up to a total of ~~280~~five (5) times,~~000~~ ~~units~~as follows: (~~the~~i) ~~“Private~~two ~~Units”~~(2) attimes afor ~~price~~an ofadditional ~~$10.00 per~~three ~~Private~~(3) ~~Unit~~months ineach atime ~~private~~from ~~placement~~January 8, ~~generating~~2023 ~~gross~~to ~~proceeds~~July of8, $22023,~~800,000,~~ ~~which~~followed isby ~~described~~(ii) inthree (3) ~~Note~~times 4.for Onan ~~April~~additional 9one (1) month each time from July 8, ~~2021~~2023 to October 8, ~~simultaneously with~~2023. ~~the~~On ~~sale~~September of19, 2023 the ~~over-allotment~~Company ~~units~~filed an Charter Amendment, giving the Company ~~consummated~~the right to extend the ~~private~~date ~~sale~~by which it has to complete a business combination up to a total of six (6) times for an additional ~~24,000~~one ~~Private~~(1) ~~Units~~month each time from October 8, ~~generating gross~~2023 ~~proceeds~~to ofApril ~~$240~~8,~~000~~ 2024.

~~Transaction~~On January ~~costs~~5, ~~amounted~~2023, ~~to $1~~2,~~125~~264,~~000,~~453 ~~consisting~~ shares were redeemed by certain shareholders at a price of approximately $~~920,000~~10.65 ofper ~~underwriter’s~~share, ~~fees~~including interest generated and ~~$205~~extension payments deposited in the Trust Account,~~000~~ ofin ~~other~~an ~~offering~~aggregate ~~costs~~amount of $24,120,397.

On September 19, 2023, 358,368 shares were redeemed by certain shareholders at a price of approximately $10.65 per share, including interest generated and extension payments deposited in the Trust Account, in an aggregate amount of $4,111,843.

~~Following the closing of the Initial Public Offering~~On onSeptember ~~April~~19, 82023, ~~2021 and exercise of~~ the ~~over-allotment~~Company ~~option~~entered oninto ~~April~~a 9,second ~~2021,~~amendment ~~an aggregate amount of $46,920,000 from~~ (the ~~net~~“Trust ~~proceeds of~~Amendment”) ~~the~~to ~~sale of~~ the ~~Public~~investment ~~Units~~management intrust agreement, ~~the~~dated ~~Initial~~April ~~Public~~5, ~~Offering~~2021, and ~~the~~as ~~sale~~amended ofon ~~the~~January ~~Private~~5, ~~Placement~~2023, ~~Units~~with ~~was~~Continental ~~placed~~Stock inTransfer a& ~~trust account (the “~~Trust ~~Account”).~~Company ~~The~~on ~~aggregate~~September ~~amount of $46~~19,~~920,000 ($10~~ 2023.20 ~~per~~Pursuant ~~Public~~to ~~Unit)~~the ~~will~~Trust ~~be invested in U.S. government securities~~Amendment, ~~within~~ the ~~meaning~~Company ~~set~~has ~~forth~~the inright ~~Section~~to ~~2(a)(16)~~extend of the ~~Investment~~time ~~Company~~to ~~Act,~~complete ~~with~~ a ~~maturity~~business ofcombination ~~185~~a ~~days~~total orof ~~less, or in any open-ended~~six ~~investment~~(6) ~~company~~times ~~that~~for ~~holds~~an ~~itself~~additional ~~out~~one as(1) amonth ~~money~~each ~~market~~time ~~fund~~from ~~meeting~~October ~~certain~~8, ~~conditions~~2023 ofto ~~Rule~~April ~~2a-7 of the Investment Company Act~~8, as ~~determined~~2024 by ~~the~~depositing ~~Company,~~into ~~until~~ the ~~earlier~~trust ~~of:~~account ~~(i)~~$0.05 for ~~the~~each ~~completion~~one-month ofextension afor ~~Business~~each ~~Combination~~issued and ~~(ii)~~outstanding ~~the~~Company ~~distribution~~ordinary ofshare ~~the~~issued ~~funds~~ in the ~~Trust~~IPO ~~Account to the Company’s shareholders, as described below, except~~ that ~~interest~~has ~~earned~~not onbeen ~~the Trust Account can be released to the Company to pay its tax obligations~~redeemed.

FThe Company will have to consummate a Business Combination by April 8, 2022. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to fourteen times, five times by an additional three months each time and nine times by an additional one month each time (for a total of up to 36 months) to complete a Business Combination. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, both as amended, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the applicable extension fees, on or prior to the date of the applicable deadline, for each extension. The Sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination or at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. On each of April 8, 2022, July 6, 2022 and September 28, 2022, the Company issued an unsecured promissory note in an amount of $455,400 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until January 8, 2023. On each of January 5, 2023 and March 24, 2023, the Company issued an unsecured promissory note in an amount of $350,332 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until July 8, 2023. On each of June 13, 2023, July 13, 2023 and August 15, 2023, the Company issued an unsecured promissory note in an amount of $116,777 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until October 8, 2023. On each of September 26, 2023, November 2, 2023, November 14, 2023, January 2, 2024, January 26, 2024 and February 22, 2024, the Company issued an unsecured promissory note in an amount of $98,859 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 8, 2024. As of December 31, 2023 and 2022, the note payable balance was $2,713,774 and $1,366,200, respectively.

~~ACE GLOBAL BUSINESS ACQUISITION LIMITED~~F-10

~~NOTES~~Liquidation and TOgoing ~~CONSOLIDATED FINANCIAL STATEMENTS~~ concern

~~Business~~The ~~Combination~~Company initially had 12 months from the consummation of the Initial Public Offering to consummate the initial business combination. If the Company does not complete a business combination within 12 months from the consummation of the Initial Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination fourteen times (for a total of up to 36 months from the consummation of the Initial Public Offering to complete a business combination). As of the date of this report, the Company has extended five times by an additional three months each time and nine times by an additional one month each time (for a total of up to 36 months from the consummation of the Initial Public Offering to complete a business combination), and so it now has until April 8, 2024 to consummate a business combination. Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share, on or prior to the date of the applicable deadline. The insider, Ace Global Investment Limited, has received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e., $455,400 for each of the first three extensions for each of three extension on April 2022, July 2022 and September 2022, $350,332 for each of extension on January 2023 and March 2023, $116,777 for each of extension on June 2023, July 2023 and August 2023, $98,859 for each of extension on September 2023, November 2, 2023, November 14, 2023, January 2, 2024, January 26, 2024 and February 22, 2024) that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional Private Units at a price of $10.00 per unit. The Company’s shareholders have approved the issuance of the Private Units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. If the Company is unable to consummate the Company’s initial business combination by April 8, 2024, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

~~The~~Accordingly, the Company’s ~~management~~may ~~has~~not ~~broad~~be ~~discretion with~~able ~~respect~~ to ~~the~~obtain additional ~~specific~~financing. ~~application~~If of the ~~net~~Company ~~proceeds~~is ofunable ~~the~~to ~~Initial~~raise ~~Public~~additional ~~Offering and sale of the Private Units~~capital, ~~although~~it ~~substantially all~~may ofbe ~~the~~required ~~net~~to ~~proceeds~~take ~~are~~additional ~~intended~~measures to beconserve liquidity, ~~applied~~which ~~generally~~could ~~toward~~include, ~~consummating~~but anot ~~Business~~necessarily ~~Combination. NASDAQ rules provide that the Business Combination must~~ be ~~with~~limited ~~one~~to, orcurtailing ~~more~~operations, ~~target~~suspending ~~businesses~~the ~~that~~pursuit ~~together~~of ~~have~~ a ~~fair~~potential ~~market value equal to at least 80% of the balance~~transaction, inand ~~the~~reducing ~~Trust~~overhead ~~Account~~expenses. ~~(as~~The ~~defined~~Company ~~below)~~cannot ~~(less~~provide any ~~deferred~~assurance ~~underwriting~~that ~~commissions~~new ~~and~~financing ~~taxes~~will ~~payable~~be onavailable ~~interest~~to ~~earned)~~it aton ~~the~~commercially ~~time~~acceptable ofterms, ~~the~~if ~~signing~~at ofall. anThese ~~agreement~~conditions toraise ~~enter~~substantial ~~into~~doubt aabout ~~Business~~the ~~Combination. The~~ Company’s ~~will~~ability ~~only~~to ~~complete~~continue as a ~~Business~~going ~~Combination~~concern if ~~the~~a ~~post-~~Business Combination ~~company~~is ~~owns~~not orconsummated ~~acquires~~by ~~50%~~April or8, ~~more~~2024. ofThese ~~the~~consolidated ~~outstanding~~financial ~~voting~~statements ~~securities~~do ofnot ~~the~~include ~~target~~any oradjustments ~~otherwise~~relating ~~acquires~~to ~~a controlling~~the ~~interest~~recovery inof the ~~target~~recorded ~~sufficient~~assets ~~for~~or ~~it not to be required to register as an investment company under~~ the ~~Investment~~classification ~~Company Act~~ of ~~1940, as amended (~~the ~~“Investment~~liabilities ~~Company~~that ~~Act”).~~might ~~There~~be isnecessary noshould ~~assurance that~~ the Company ~~will~~ be ~~able~~unable to ~~successfully~~continue as ~~effect~~ a ~~Business Combination~~going concern.

The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with an Initial Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.F-11

~~If a shareholder vote is not required and the~~NOTE ~~Company~~2 ~~does~~– ~~not~~SIGNIFICANT ~~decide~~ACCOUNTING to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.POLICIES

~~The shareholders~~● ~~will~~Basis ~~be entitled to redeem their Public Shares for a pro rata portion~~ of the amount then in the Trust Account (initially $10.20 per Public Share, subject to an increase of up to an additional $0.15 per Public Share in the event that the Ace Global Investment Limited, the sponsor elects to extend the period of time to consummate a Business Combination (see below), plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 9). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s rights or warrants. The ordinary shares will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities from Equity.presentation

~~The sponsor and any of the Company’s officers~~These oraccompanying ~~directors~~consolidated ~~that~~financial ~~may~~statements ~~hold~~have ~~Founder~~been ~~Shares~~prepared ~~(as defined~~ in ~~Note~~accordance 5)with ~~(the~~generally ~~“shareholders”)~~accepted ~~and~~accounting ~~the~~principles ~~underwriters will agree (a) to vote their Founder Shares, the ordinary shares included~~ in the ~~Private Units (the “Private Shares”) and any Public Shares~~ ~~purchased~~United ~~during~~States ~~or after the Initial Public Offering in favor~~ of aAmerica ~~Business Combination,~~ (b)“U.S. not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (cGAAP”) ~~not to redeem any shares (including the Founder Shares)~~ and ~~Private~~pursuant ~~Shares into the right~~ to ~~receive cash from~~ the ~~Trust~~rules Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Amended and ~~Restated~~regulations ~~Memorandum and Articles~~ of ~~Association relating to shareholders’ rights of pre-Business Combination activity and (d) that~~ the ~~Founder Shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated~~SEC. However, the shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

~~F-9~~● Emerging growth company

~~ACE~~The Company ~~GLOBAL~~is ~~BUSINESS~~an ~~ACQUISITION~~“emerging ~~LIMITED~~growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

~~NOTES~~Further, Section TO102(b)(1) ~~CONSOLIDATED~~of ~~FINANCIAL~~the ~~STATEMENTS~~JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

On● ~~August~~Use 23, 2021, the Company, DDC Enterprise Limited (“DDC”) and Ka Yin Norma Chu (as shareholders’ representative) entered into a Share Exchange Agreement, pursuant to which the Company will purchase from DDC’s shareholders all of the issued and outstanding shares and other equity interests in and of DDC. Upon the closing of the transactions contemplated in the Share Exchange Agreement, Ace will acquire 100% of the issued and outstanding securities of DDC, in exchange for approximately 30,000,000 of the Company’s ordinary shares, among which 3,000,000 ordinary shares are to be issued and held in escrow to satisfy any indemnification obligations of the seller.estimates

OnIn ~~July~~preparing ~~11,~~these ~~2022,~~consolidated ~~the~~financial ~~Company and DDC Enterprise~~statements ~~Limited~~in ~~(“DDC”)~~conformity ~~entered~~with ~~into~~U.S. ~~that~~GAAP, ~~certain~~management ~~Mutual~~makes ~~Termination~~estimates ofand ~~Share~~assumptions ~~Exchange~~that ~~Agreement~~affect (the ~~“Mutual~~reported ~~Termination~~amounts ~~Agreement”) pursuant~~of toassets ~~which~~and ~~the~~liabilities ~~Company~~ and disclosure ~~DDC~~of ~~mutually~~contingent ~~agreed~~assets toand ~~terminate~~liabilities at the ~~Share~~date ~~Exchange~~of ~~Agreement~~the ~~pursuant~~consolidated tofinancial ~~Section~~statements ~~12.3(a)~~and ~~thereof. Except as otherwise set forth in~~ the ~~Share~~reported ~~Exchange~~expenses ~~Agreement, none of~~ during the ~~Contracting~~reporting ~~Parties shall have any further liability thereunder~~period.

OnMaking ~~December~~estimates ~~23,~~requires ~~2022,~~management ~~the~~to ~~Company has entered~~exercise ~~into~~significant ~~a business combination agreement (the “Agreement”) with LE Worldwide Limited (“LEW”), a British Virgin Islands business company~~judgment. ~~ACBA~~It ~~will~~is ~~merge~~at ~~with~~least ~~and~~reasonably ~~into~~possible ~~ACBA~~that ~~Merger~~the ~~Sub~~estimate ~~I Limited, a British Virgin Islands business company and wholly owned subsidiary~~ of the ~~ACBA~~effect ~~(the~~of ~~“Purchaser”). ACBA Merger Sub II Limited,~~ a ~~British Virgin Islands business company and wholly owned subsidiary of ACBA (the “Merger Sub”)~~condition, tosituation beor ~~formed~~set ~~for the sole purpose~~ of ~~merging with and into the Company in which~~circumstances ~~the~~that ~~Company~~existed ~~will~~at be the ~~surviving~~date ~~entity and a wholly owned subsidiary~~ of ~~Purchaser (~~the ~~“Acquisition~~consolidated ~~Merger”).~~financial ~~Upon the Acquisition Merger becoming effective~~statements, ~~the~~which ~~Purchaser~~management ~~shall~~considered ~~pay~~in anformulating ~~aggregate~~its ~~consideration of $150~~estimate,~~000,000~~ ~~(the~~could ~~“Merger Consideration”)~~change toin the ~~Company’s~~near ~~shareholders~~term ~~which~~due ~~shall~~to beone ~~issued~~or ~~and~~more ~~divided~~future ~~into~~confirming ~~$10~~events.00 ~~per~~Accordingly, ~~Ordinary~~actual ~~Share~~results ofmay ~~the~~differ ~~Purchaser~~from ~~(the~~these ~~“Merger Consideration Shares”)~~estimates.

On January 5, 2023, the Company filed an amended and restated memorandum and articles of association (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 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.F-12

~~The Company~~● will have to consummate a Business Combination by April 8, 2022. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to eight times, five times by an additional three months each time and 3 times by an additional one month each time (for a total of up to 30 months) to complete a Business Combination. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, both as amended, in order to extend the time available for the Company to consummate a Business Combination, the Company’s sponsor or its affiliate or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the applicable extension fees, on or prior to the date of the applicable deadline, for each extension. The Company’s sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination or at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit. On each of April 8, 2022, July 6, 2022 and September 28, 2022, the Company issued an unsecured promissory note in an amount of $455,400 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until January 8, 2023. On January 5, 2023, the Company issued an unsecured promissory note in an amount of $350,332 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 8, 2023. As of December 31, 2022 and 2021, the note payable balance of $1,366,200 and $0, respectively.Cash

FThe Company considers all short-10term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2023 and 2022.

~~ACE~~● ~~GLOBAL~~Cash ~~BUSINESS~~and ~~ACQUISITION~~investment ~~LIMITED~~held in trust account

~~NOTES~~At December TO31, ~~CONSOLIDATED~~2023 ~~FINANCIAL~~and ~~STATEMENTS~~2022, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the consolidated balance sheets at fair value at the end of each reporting period. Earnings on these securities are included in dividend income in the accompanying consolidated statement of operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.

~~Liquidation~~● ~~and~~Deferred ~~going~~offering ~~concern~~costs

~~The Company initially had 12 months from the consummation~~Deferred ~~of this~~ offering tocosts ~~consummate~~consist ~~the initial business combination. If the Company does not complete a business combination within 12 months from the consummation~~ of ~~the Public Offering~~underwriting, ~~the Company will trigger an automatic winding up~~legal, ~~dissolution~~accounting and ~~liquidation~~other ~~pursuant~~expenses ~~to the~~incurred ~~terms of the amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone~~ through ~~a voluntary liquidation procedure under~~ the ~~Companies~~balance ~~Law.~~sheet Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation. However, the Company may extend the period of time to consummate a business combination eight times (for a total of up to 30 months from the consummation of the Public Offering to complete a business combination). As of the date ofthat ~~this~~are ~~report, the Company has extended four times by an additional three months each time (for a total~~directly ofrelated up to ~~24 months from~~ the ~~consummation~~Initial ~~of the~~ Public Offering ~~to complete a business combination),~~ and sothat itwere ~~now~~charged ~~has until April 8, 2023~~ to ~~consummate~~shareholders’ aequity ~~business~~upon ~~combination. Pursuant to~~ the ~~terms~~completion of the ~~current~~Initial ~~amended and restated memorandum and articles of association~~Public ~~and~~Offering. ~~the~~The ~~trust~~deferred ~~agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination, the Company~~underwriter’s ~~insiders~~fee ~~or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share, on or prior to the date~~ of the ~~applicable~~gross ~~deadline.~~proceeds ~~The insider, Ace Global Investment Limited, has received non-interest bearing, unsecured promissory notes equal to the amount~~ of ~~any such deposits (i.e., $455,400 for each of~~ the ~~first~~Initial ~~three~~Public ~~extensions~~Offering ~~for each of three extension on April 2022, July 2022 and September 2022 and $350,332 on January 2023) that~~ will ~~not~~ be ~~repaid in the event that we are unable to close a business combination unless there are funds available outside the Trust Account to do so. Such notes would either be~~ paid upon ~~consummation of~~ the ~~Company’s~~closing ~~initial business combination, or, at the lender’s discretion, converted upon consummation~~ of ~~our business combination~~ ~~into additional Private Units at a price of $10.00 per unit. The Company’s shareholders have approved~~ the ~~issuance~~Business ~~of the Private Units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business combination~~Combination. In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior to the applicable deadline. In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited. If the Company is unable to consummate the Company’s initial business combination by April 8, 2023, the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders. In the event of dissolution and liquidation, the public rights will expire and will be worthless.

~~Accordingly,~~● the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the date of these consolidated financial statements if a Business Combination is not consummated. These consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.Warrant

FThe Company accounts for warrants as either equity-11classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~ACE~~For issued ~~GLOBAL~~or ~~BUSINESS~~modified ~~ACQUISITION~~warrants ~~LIMITED~~that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations. The Company accounts for its Public Warrants as equity and the Private Warrants as liabilities.

~~NOTES~~● TOOrdinary ~~CONSOLIDATED~~shares ~~FINANCIAL~~subject ~~STATEMENTS~~to possible redemption

~~NOTE~~The Company 2accounts –for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject ~~SIGNIFICANT~~to ~~ACCOUNTING~~mandatory ~~POLICIES~~redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, as of December 31, 2023 and 2022, 1,977,179 and 4,600,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

~~● Basis of presentation~~F-13

~~These~~The Company ~~accompanying~~has ~~consolidated~~made ~~financial~~a ~~statements have~~policy ~~been~~election ~~prepared~~ in accordance with ~~generally~~ASC ~~accepted~~480-10-S99-3A ~~accounting~~and ~~principles~~recognizes changes in ~~the~~redemption ~~United~~value ~~States~~in ofaccumulated ~~America~~deficit immediately ~~(“U.S.~~as ~~GAAP”) and~~if ~~pursuant~~the toend of the ~~rules~~first ~~and~~reporting ~~regulations~~period ofafter the ~~SEC~~IPO was the redemption date.

● ~~Emerging~~Fair ~~growth~~value ~~company~~of financial instruments

~~The~~ASC 820 ~~Company~~Fair isValue anMeasurements and Disclosures (“~~emerging~~ASC ~~growth~~820”) ~~company~~defines fair value,~~” as~~ ~~defined~~the inmethods ~~Section~~used ~~2(a)~~to ofmeasure fair value and the ~~Securities~~expanded ~~Act,~~disclosures asabout ~~modified~~fair byvalue measurements. Fair value is the ~~Jumpstart~~price ~~Our~~that ~~Business~~would ~~Startups~~be ~~Act~~received ofto ~~2012~~sell ~~(the~~an ~~“JOBS~~asset ~~Act”),~~or paid to ~~and~~transfer ita ~~may~~liability ~~take~~in ~~advantage~~an oforderly ~~certain~~transaction ~~exemptions~~between ~~from~~the ~~various~~buyer ~~reporting~~and ~~requirements~~the ~~that~~seller ~~are~~at ~~applicable~~the tomeasurement ~~other~~date. ~~public~~In ~~companies~~determining ~~that~~fair value, the ~~are~~valuation ~~not~~techniques ~~emerging~~consistent ~~growth~~with ~~companies~~the ~~including~~market approach, ~~but~~income ~~not~~approach ~~limited~~and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, ~~not~~which ~~being~~represents ~~required~~the toassumptions ~~comply~~used ~~with~~by the ~~independent~~buyer ~~registered~~and ~~public~~seller ~~accounting~~in pricing the asset ~~firm~~or ~~attestation~~liability. ~~requirements~~These ofinputs ~~Section~~are ~~404~~further ofdefined ~~the~~as ~~Sarbanes-Oxley~~observable ~~Act,~~and ~~reduced~~unobservable ~~disclosure~~inputs. ~~obligations~~Observable ~~regarding~~inputs ~~executive~~are ~~compensation~~those that buyer and seller would use in ~~its~~pricing ~~periodic~~the ~~reports~~asset ~~and~~or ~~proxy~~liability ~~statements,~~based ~~and~~on ~~exemptions~~market data obtained from ~~the~~sources ~~requirements~~independent of ~~holding~~the aCompany. ~~nonbinding~~Unobservable ~~advisory~~inputs reflect ~~vote~~the onCompany’s ~~executive compensation~~assumptions about the inputs that the buyer and ~~shareholder~~seller ~~approval~~would ofuse ~~any~~in ~~golden~~pricing ~~parachute~~the ~~payments~~asset ~~not~~or ~~previously~~liability ~~approved~~developed based on the best information available in the circumstances.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The ~~JOBS Act provides that a company~~ ~~can~~fair ~~elect~~value tohierarchy ~~opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out~~ is ~~irrevocable.~~categorized ~~The~~into ~~Company~~three ~~has~~levels ~~elected~~based ~~not~~on ~~to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,~~ the ~~Company,~~inputs as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.follows:

● Use of estimates

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment.

Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means.

Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

InThe ~~preparing~~fair ~~these~~value ~~consolidated~~of ~~financial~~the ~~statements~~Company’s certain inassets ~~conformity~~and ~~with~~liabilities, ~~U.S.~~which ~~GAAP,~~qualify ~~management~~as ~~makes~~financial ~~estimates~~instruments ~~and~~under ~~assumptions~~ASC ~~that~~820, ~~affect~~approximates the ~~reported~~carrying amounts represented in the consolidated balance sheet. The fair values of ~~assets~~cash and ~~liabilities~~cash equivalents, and ~~disclosure~~ ofother ~~contingent~~current assets, ~~and~~accrued ~~liabilities~~expenses, atdue to the ~~date~~Sponsor ofare estimated to approximate the ~~consolidated~~carrying ~~financial~~values ~~statements~~as ~~and~~of December 31, 2023 due to the ~~reported~~short ~~expenses~~maturities ~~during~~of such instruments. See Note 9 for the disclosure of the ~~reporting~~Company’s ~~period~~assets and liabilities that were measured at fair value on a recurring basis.

~~Making~~● ~~estimates~~Concentration ~~requires management to exercise significant judgment. It is at least reasonably possible that the estimate~~ of ~~the~~credit effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, Actual results may differ from these estimates.risk

●Financial instruments ~~Cash~~that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

~~The~~● ~~Company~~Income considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.taxes

●Income taxes ~~Cash~~are determined in accordance with the provisions of ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and ~~investment~~liabilities ~~held~~are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in ~~trust~~the ~~account~~years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At December 31, 2022 and 2021, substantially all of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. These securities are presented on the Balance Sheets at fair value at the end of each reporting period. Earnings on these securities is included in dividend income in the accompanying Statement of Operations and is automatically reinvested. The fair value for these securities is determined using quoted market prices in active markets.F-14

~~F-12~~ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their consolidated financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the consolidated financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 or 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~ACE~~The Company ~~GLOBAL~~may ~~BUSINESS~~be ~~ACQUISITION~~subject ~~LIMITED~~to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

~~NOTES~~The TOCompany’s ~~CONSOLIDATED~~tax ~~FINANCIAL~~provision ~~STATEMENTS~~is zero for the years ended December 31, 2023 and 2022.

●The Company ~~Deferred~~is ~~offering~~considered ~~costs~~to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

~~Deferred~~● ~~offering~~Net ~~costs~~income ~~consist~~(loss) ofper underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial public Offering and that were charged to shareholders’ equity upon the completion of the Initial Public Offering.share

●The ~~Warrants~~Company calculates net income (loss) per share in accordance with ASC 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable Ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable Ordinary shares. Any remeasurement of the accretion to the redemption value of the Ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2023, the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 4,904,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

The ~~Company~~net ~~accounts~~income for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (~~“FASB”~~loss) ~~Accounting~~per ~~Standards~~share ~~Codification~~presented (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in ~~a circumstance outside of~~ the ~~Company’s control, among other conditions for equity classification. This assessment, which requires~~ ~~the~~consolidated ~~use~~statement of ~~professional~~operations ~~judgment,~~ is ~~conducted~~based aton the ~~time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.~~following:

	For the Year Ended December 31,
	2023			2022
Net (loss) income	$	(227,215	)	$	1,084,218
Accretion of carrying value to redemption value		(2,077,668	)		(2,062,188	)
Net loss including accretion of carrying value to redemption value	$	(2,304,883	)	$	(977,970	)

~~● Ordinary shares subject to possible redemption~~F-15

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2022 and 2021, 46,000,000 and 46,000,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

	For the year ended December 31, 2023						For the year ended December 31, 2022
	Redeemable ordinary shares			Non-Redeemable ordinary shares			Redeemable ordinary shares			Non-Redeemable ordinary shares
Basic and diluted net loss per share:
Numerators:
Allocation of net loss including accretion of carrying value to redemption value	$	(1,403,860	)		(901,023	)	$	(734,089	)	$	(234,881	)
Accretion of carrying value to redemption value		2,077,668			-			2,062,188			-
Allocation of net (loss) income	$	673,808		$	(901,023	)	$	1,319,099		$	(224,881	)
Denominators:
Weighted-average shares outstanding		2,265,438			1,454,000			4,600,000			1,454,000
Basic and diluted net income (loss) per share	$	0.30		$	(0.62	)	$	0.29		$	(0.16	)

~~The~~● ~~Company~~Related has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit immediately as if the end of the first reporting period after the IPO was the redemption date.parties

~~F-13~~Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

~~ACE~~● ~~GLOBAL~~Recent ~~BUSINESS~~accounting ~~ACQUISITION LIMITED~~pronouncements

~~NOTES~~The Company TOhas ~~CONSOLIDATED~~considered ~~FINANCIAL~~all ~~STATEMENTS~~new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial condition, or cash flows, based on the current information.

●NOTE 3 ~~Fair~~– ~~value~~INITIAL ofPUBLIC ~~financial instruments~~OFFERING

~~FASB ASC Topic 820 Fair Value Measurements and~~On ~~Disclosures~~April ~~(“ASC~~8, ~~820”) defines fair value~~2021, the ~~methods~~Company ~~used~~sold to4,000,000 ~~measure~~Public ~~fair~~Units ~~value~~at ~~and~~a ~~the~~price ~~expanded~~of ~~disclosures about fair value measurements~~$10.00 ~~Fair~~per ~~value~~Public ~~is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date~~Unit. InOn ~~determining~~April ~~fair~~9, ~~value~~2021, the ~~valuation~~Company ~~techniques~~sold ~~consistent~~an ~~with the market~~additional ~~approach~~600,000 ~~income~~units ~~approach and cost approach shall be used~~ to ~~measure~~cover ~~fair value~~over-allotments. ~~FASB~~Each ~~ASC~~Public ~~Topic~~Unit ~~820~~consists ~~establishes~~of aone ~~fair~~ordinary ~~value~~share ~~hierarchy for inputs, which represents the assumptions used by the buyer~~ and ~~seller~~one inredeemable ~~pricing~~warrant ~~the~~(“Public ~~asset or liability~~Warrant”). ~~These inputs are further~~ ~~defined~~Each asPublic ~~observable~~Warrant ~~and~~entitles ~~unobservable inputs. Observable inputs are those that buyer and seller would use in pricing~~ the ~~asset~~holder orto ~~liability based~~purchase onone ~~market~~ordinary ~~data~~share ~~obtained~~at ~~from~~an ~~sources~~exercise ~~independent~~price of ~~the Company~~$11.50 ~~Unobservable~~per ~~inputs~~whole ~~reflect~~share ~~the~~(see ~~Company’s~~Note ~~assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances~~6).

The Company ~~fair~~paid ~~value~~an ~~hierarchy~~upfront isunderwriting ~~categorized~~discount ~~into~~of ~~three~~$920,000, equal to 2% of the gross offering proceeds to the underwriter at the closing ~~levels~~of ~~based~~the Initial Public Offering, with an additional fee of $1,840,000 (the “Deferred Underwriting Discount”) or 4% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Underwriting Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Underwriting Discount. The underwriter is not entitled to any interest accrued on the ~~inputs~~Deferred asUnderwriting ~~follows:~~Discount.

Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment.
Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means.
Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

F-16

~~The fair value of the Company’s certain~~NOTE ~~assets~~4 ~~and~~– ~~liabilities,~~PRIVATE which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash and cash equivalents, and other current assets, accrued expenses, due to the sponsor are estimated to approximate the carrying values as of December 31, 2022 due to the short maturities of such instruments. See Note 8 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.PLACEMENT

●Simultaneously ~~Concentration~~with the closing of ~~credit~~the ~~risk~~Initial Public Offering, the Company consummated a private placement of 280,000 Private Units at $10.00 per unit, purchased by the Sponsor. On April 9, 2021, the Company consummated an additional 24,000 units at $10.00 per unit to cover over-allotments.

~~Financial~~The Private ~~instruments~~Units ~~that~~are ~~potentially~~identical ~~subject~~ to the ~~Company~~units tosold ~~concentration~~in ofthe ~~credit~~Initial ~~risk~~Public ~~consist~~Offering ofexcept athat ~~cash~~the ~~account~~warrants included in athe ~~financial~~Private ~~institution.~~Units ~~The~~(the “Private ~~Company~~Warrants”) ~~has~~are ~~not~~non-redeemable ~~experienced~~and ~~losses~~ may be exercised on ~~this~~a ~~account~~cashless ~~and~~basis ~~management~~so ~~believes~~long as the ~~Company~~Private isWarrants ~~not~~continue to ~~exposed~~be toheld ~~significant~~by ~~risks~~the oninitial ~~such~~purchasers ~~account~~of the Placement Units or their permitted transferees.

●NOTE 5 ~~Income~~– ~~taxes~~RELATED PARTY TRANSACTIONS

~~Income taxes are determined in accordance with~~Founder the provisions of ASC Topic 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Shares

~~F-14~~In November 2020, the Company issued an aggregate of 1,000 founder shares to the initial shareholders for an aggregate purchase price of $1.

~~ACE~~In December ~~GLOBAL~~2020, ~~BUSINESS~~the ~~ACQUISITION~~Company ~~LIMITED~~issued an aggregate of 1,149,000 additional founder shares to the initial shareholders for an aggregate purchase price of $24,999.

~~NOTES~~Advance from TORelated ~~CONSOLIDATED FINANCIAL STATEMENTS~~ Parties

~~ASC 740 prescribes a comprehensive model for how~~As ~~companies~~of ~~should~~December ~~recognize~~31, ~~measure,~~2023 ~~present,~~ and ~~disclose~~2022, inthe ~~their~~Company ~~consolidated~~had ~~financial statements uncertain tax positions taken or expected to be taken on~~ a ~~tax~~temporary ~~return.~~advance ~~Under~~from ~~ASC~~Sponsor ~~740,~~for ~~tax~~its ~~positions~~deferred ~~must~~cost ~~initially~~of ~~be recognized in~~ the ~~consolidated~~Initial ~~financial~~Public ~~statements~~Offering. ~~when~~The itbalance is ~~more~~unsecured, ~~likely~~interest-free ~~than~~and ~~not~~would ~~the~~either ~~position will~~ be ~~sustained~~paid upon ~~examination~~consummation byof the ~~tax authorities. The~~ Company’s ~~management determined~~initial ~~that~~Business ~~the~~Combination ~~British~~or ~~Virgin Islands is~~ at the ~~Company~~lender’s ~~major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits~~discretion, ifconverted ~~any,~~upon asconsummation anof ~~income~~Business ~~tax~~Combination ~~expense.~~into ~~There~~additional ~~were~~private nounits ~~unrecognized~~at ~~tax~~a ~~benefits~~price ~~and~~of ~~no amounts~~$10.00 ~~accrued~~per ~~for~~unit. ~~interest~~As ~~and penalties as~~ of December 31, ~~2022~~2023 and ~~2021.~~2022, ~~The~~the ~~Company~~balances isdue ~~currently~~to ~~not~~related ~~aware~~parties ofwere ~~any~~$2,226,906 ~~issues~~and ~~under review that could result in significant payments~~$893,814, ~~accruals or material deviation from its position~~respectively.

~~The Company may be subject to potential examination~~Administrative byServices foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.Agreement

The Company is obligated, commencing from April 1, 2021, to pay Ace Global Investment Limited a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s ~~tax~~business ~~provision~~combination isor ~~zero~~the ~~for~~liquidation of the trust account to public shareholders. For the years ended December 31, 2023 and 2022, the Company incurred $120,000 and ~~2021~~$120,000 in fees for these services, respectively.

~~The Company is considered to be an exempted British~~Related ~~Virgin~~Party ~~Islands~~Extensions ~~Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.~~Loan

●The Company ~~Net~~will ~~income~~have to consummate a Business Combination by April 8, 2022. However, if the Company anticipates that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to fourteen times, five times by an additional three months each time and nine times by an additional one month each time (~~loss~~for a total of up to 36 months) to complete a Business Combination. Pursuant to the terms of our memorandum and articles of association and the trust agreement entered into between us and Continental Stock Transfer & Trust Company, both as amended, in order to extend the time available for the Company to consummate a Business Combination, the Sponsor its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the applicable extension fees, on or prior to the date of the applicable deadline, for each extension. The Sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. Such notes would either be paid upon consummation of our initial Business Combination or at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per ~~share~~unit.

~~The Company calculates net income (loss) per share in accordance with ASC 260, Earnings per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non~~F-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares and non-redeemable Ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable Ordinary shares. Any remeasurement of the accretion to the redemption value of the Ordinary shares subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2022, the Company has not considered the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 4,904,000 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.17

~~The~~On each ~~net~~of ~~income~~April ~~(loss)~~8, ~~per~~2022, ~~share~~July ~~presented~~6, 2022 and September 28, 2022, the Company issued an unsecured promissory note in an amount of $455,400 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time ~~consolidated~~to ~~statement~~complete a business combination until January 8, 2023. On each of ~~operations~~January is5, ~~based~~2023 onand March 24, 2023, the ~~following:~~Company issued an unsecured promissory note in an amount of $350,332 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until July 8, 2023. On June 13, 2023, July 13, 2023 and August 15, 2023, the Company issued an unsecured promissory note in an amount of $116,777 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until October 8, 2023. On each of September 26, 2023, November 2, 2023, November 14, 2023, January 2, 2024, January 26, 2024 and February 22, 2024, the Company issued an unsecured promissory note in an amount of $98,859 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 8, 2024. The notes are non-interest bearing and are payable upon the closing of a business combination. In addition, the notes may be converted, at the lender’s discretion, into additional Private Units at a price of $10.00 per unit. As of December 31, 2023 and 2022, the note payable balance was $2,713,774 and $1,366,200, respectively.

	For the Years Ended December 31,
	2022			2021
Net income (loss)	$	1,084,218		$	(1,002,595	)
Accretion of carrying value to redemption value		(2,062,188	)		(5,014,797	)
Net loss including accretion of carrying value to redemption value	$	(977,970	)	$	(6,017,392	)

NOTE 6 – SHAREHOLDERS’ DEFICIT

	For the years ended December 31,
	2022						2021
	Redeemable Ordinary Share			Non- Redeemable Ordinary Share			Redeemable Ordinary Share			Non-Redeemable Ordinary Share
Basic and diluted net income (loss) per share:
Numerators:
Allocation of net loss including carrying value to redemption value	$	(743,089	)	$	(234,881	)	$	(4,270,282	)	$	(1,747,110	)
Accretion of carrying value to redemption value		2,062,188			-			5,014,797			-
Allocation of net income (loss)	$	1,319,099		$	(234,881	)	$	744,515		$	(1,747,110	)
Denominators:
Weighted-average shares outstanding		4,600,000			1,454,000			3,352,329			1,371,545
Basic and diluted net income (loss) per share	$	0.29		$	(0.16	)	$	0.22		$	(1.27	)

Ordinary shares

~~F-15~~The Company is authorized to issue 100,000,000 ordinary shares at par value of $0.001 per share. Holders of the Company’s ordinary shares are entitled to one vote for each share.

~~ACE~~In April ~~GLOBAL~~2021, ~~BUSINESS~~the ~~ACQUISITION~~Company ~~LIMITED~~sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering.

~~NOTES~~In April TO2021, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company ~~STATEMENTS~~issued 304,000 ordinary shares under the private placement of 304,000 private units at $10 per unit, to the Sponsor.

●As of ~~Related~~December ~~parties~~31, 2023 and 2022, 1,454,000 ordinary shares were issued and outstanding excluding 1,977,179 and 4,600,000 shares subject to possible redemption, respectively.

~~Parties, which can be a corporation or individual,~~Public are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.Warrants

●As of ~~Recent~~December ~~accounting~~31, ~~pronouncements~~2023, and 2022, 4,600,000 public warrants were issued and outstanding.

~~The~~Each ~~Company~~public ~~has~~warrant ~~considered~~entitles ~~all~~the ~~new~~holder ~~accounting~~thereof ~~pronouncements~~to ~~and~~purchase ~~has~~one ~~concluded~~ordinary ~~that~~share ~~there~~at ~~are~~a noprice ~~new~~of ~~pronouncements~~$11.50 ~~that~~per ~~may~~full ~~have~~share, asubject ~~material~~to ~~impact~~adjustment onas described in the ~~results~~prospectus. ofPursuant ~~operations~~to the warrant agreement, ~~financial~~a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number ~~condition,~~of orwarrants ~~cash~~may ~~flows,~~be ~~based~~exercised onat ~~the~~any ~~current~~given ~~information~~time by a warrant holder.

~~NOTE~~No public 3warrants –will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary ~~INITIAL~~shares ~~PUBLIC~~issuable ~~OFFERING~~upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.

OnNotwithstanding the ~~April 8~~foregoing, ~~2021,~~if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 60 days following the consummation of the Company’s ~~sold~~initial 4business combination,~~000~~ public warrant holders may,~~000~~ ~~Public~~until such ~~Units~~time atas athere ~~price~~is ofan ~~$10.00~~effective ~~per~~registration ~~Public~~statement ~~Unit.~~and Onduring ~~April~~any 9,period ~~2021,~~when the Company ~~sold~~shall have failed to maintain an ~~additional~~effective registration ~~600~~statement,~~000~~ ~~units~~exercise warrants on a cashless basis pursuant to ~~cover~~an ~~over-allotments~~available exemption from registration under the Securities Act. ~~Each~~In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to ~~Public~~the ~~Unit~~quotient ~~consists~~obtained by dividing (x) the product of ~~one~~the number of ordinary ~~share~~shares ~~and~~underlying ~~one~~the ~~redeemable~~warrants, ~~warrant~~multiplied (by the difference between the exercise price of the warrants and the “~~Public~~fair ~~Warrant~~market value” (defined below) by (y) the fair market value. ~~Each~~The “fair ~~Public~~market ~~Warrant~~value” ~~entitles~~shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise. For example, if a holder held 300 warrants to purchase ~~one~~300 ~~ordinary~~shares ~~share~~and atthe anfair market value on the date prior to exercise ~~price~~was $15.00, that holder would receive 70 shares without the payment of ~~$11~~any additional cash consideration.50 If ~~per~~an ~~whole~~exemption ~~share~~from ~~(see~~registration ~~Note~~is 6)not available, holders will not be able to exercise their warrants on a cashless basis.

The Company paid an upfront underwriting discount of $920,000, equal to 2% of the gross offering proceeds to the underwriter at the closing of the Initial Public Offering, with an additional fee of $1,840,000 (the “Deferred Underwriting Discount”) or 4% of the gross offering proceeds payable upon the Company’s completion of the Business Combination. The Deferred Underwriting Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. In the event that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Underwriting Discount. The underwriter is not entitled to any interest accrued on the Deferred Underwriting Discount.F-18

~~NOTE~~The warrants 4will –become exercisable on the later of the completion of an initial business combination and one year from the effective date ~~PRIVATE~~of ~~PLACEMENT~~the Company’s registration statement for the Company’s Initial Public Offering. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of the Company’s completion of an initial business combination, or earlier upon redemption.

~~Simultaneously~~The Company ~~with~~may ~~the~~redeem ~~closing of~~ the ~~Initial Public~~outstanding ~~Offering,~~warrants (excluding the ~~Company consummated a~~ private ~~placement of 280~~warrants),~~000~~ ~~Private~~in ~~Units~~whole atand ~~$10.00~~not ~~per~~in ~~unit~~part, ~~purchased~~at bya ~~the~~price ~~sponsor.~~of ~~On April 9, 2021, the Company consummated an additional 24,000 units at~~ $100.0001 per ~~unit to cover over-allotments.~~warrant:

~~The~~● ~~Private~~at ~~Units~~any ~~are~~time ~~identical~~while to the ~~units sold in the Initial~~ Public ~~Offering except that the warrants included in the Private Units (the “Private~~ Warrants”) are ~~non-redeemable and may be exercised on a cashless basis so long as the Private Warrants continue to be held by the initial purchasers of the Placement Units or their permitted transferees.~~exercisable,

~~F-16~~● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

~~ACE~~● ~~GLOBAL~~if, ~~BUSINESS~~and ~~ACQUISITION~~only ~~LIMITED~~if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and

~~NOTES~~● TOif, ~~CONSOLIDATED~~and ~~FINANCIAL~~only ~~STATEMENTS~~if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

~~NOTE~~If the 5foregoing –conditions are satisfied and the Company issues a notice of redemption, each warrant holder can exercise his, her or its ~~RELATED~~warrant ~~PARTY~~prior ~~TRANSACTIONS~~to the scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price per share after the redemption notice is issued and not limit the Company’s ability to complete the redemption.

~~Founder~~The ~~Shares~~redemption criteria for the warrants have been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as a result of the Company’s redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

InIf the ~~November~~Company ~~2020~~calls the warrants for redemption as described above, the Company’s ~~issued~~management anwill ~~aggregate~~have the option to require all ofholders 1that wish to exercise warrants to do so on a “cashless basis.” In such event,~~000~~ ~~founder~~each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the ~~initial~~quotient ~~shareholders~~obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for anthe ~~aggregate~~10 ~~purchase~~trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of $1the Company’s ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

~~In December 2020, the Company issued an aggregate of 1,149,000 additional founder shares to the initial shareholders for an aggregate purchase price of $24,999.~~F-19

~~Advances~~NOTE ~~from~~7 a– ~~Related~~ORDINARY ~~Party~~SHARE SUBJECT TO POSSIBLE REDEMPTION

AsThe Company ofaccounts ~~December~~for ~~31,~~its ~~2022~~ordinary ~~and~~shares ~~2021,~~subject to possible redemption in accordance with the ~~Company~~guidance in ASC 480. Ordinary shares subject ~~had~~to amandatory ~~temporary~~redemption ~~advance~~(if ~~from~~any) ~~sponsor~~are ~~for~~classified ~~its~~as ~~deferred~~a ~~cost~~liability ofinstrument ~~the~~and ~~Initial~~are ~~Public~~measured ~~Offering~~at fair value. ~~The~~Conditionally ~~balance~~redeemable isordinary shares ~~unsecured,~~(including ~~interest-free~~ordinary ~~and would~~shares that feature redemption rights that are either bewithin ~~paid~~the control of the holder or subject to redemption upon ~~consummation~~the occurrence of uncertain events not solely within the Company’s ~~initial~~control) ~~Business~~are ~~Combination~~classified oras attemporary ~~the~~equity. ~~lender~~At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ~~discretion,~~ordinary ~~converted~~shares ~~upon~~feature certain redemption rights ~~consummation~~that ofare ~~Business~~subject ~~Combination~~to ~~into~~the ~~additional~~occurrence ~~private~~of ~~units~~uncertain atfuture aevents ~~price~~and considered to be outside of ~~$10.00~~the ~~per~~Company’s ~~unit~~control. AsAccordingly, at of December 31, 2023 and 2022, 1,977,179 and ~~2021~~4,600,000 ~~the balances~~ordinary ~~due~~shares subject to ~~related~~possible ~~parties~~redemption, ~~were $893~~respectively,~~814~~ ~~and~~are ~~$185~~presented as temporary equity,~~867,~~ ~~respectively~~outside of the shareholders’ deficit section of the Company’s consolidated balance sheets.

Administrative Services Agreement

	For the Year Ended December 31,			For the Year Ended December 31,
	2023			2022
Total ordinary shares issued		6,054,000			6,054,000
Shares issued classified as equity		(1,454,000	)		(1,454,000	)
Share redemption		(2,622,821	)		-
Ordinary shares, subject to redemption		1,977,179			4,600,000

~~The Company is obligated, commencing from January~~NOTE 1,8 ~~2021,~~– toFAIR ~~pay~~VALUE Ace Global Investment Limited a monthly fee of $10,000 for general and administrative services. This agreement will terminate upon completion of the Company’s business combination or the liquidation of the trust account to public shareholders.MEASUREMENTS

~~Related~~The fair ~~Party~~value ~~Extensions~~of ~~Loan~~ the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The ~~Company will have to consummate a Business~~ ~~Combination~~following bytable ~~April~~presents 8,information ~~2022.~~about ~~However, if~~ the Company’s ~~anticipates~~assets that it may not be able to consummate a Business Combination within 12 months, the Company may extend the period of time to consummate a Business Combination up to eight times, five times by an additional three months each time and 3liabilities ~~times~~that bywere anmeasured ~~additional~~at ~~one~~fair ~~month~~value ~~each~~on ~~time (for~~ a ~~total of up to 30 months) to complete a Business Combination.~~recurring ~~Pursuant~~basis toas ~~the terms~~ of ~~our~~December ~~memorandum~~31, ~~and~~2023 ~~articles of association~~ and ~~the~~2022, ~~trust agreement entered into between us~~ and ~~Continental~~indicates ~~Stock Transfer & Trust Company, both as amended, in order to extend~~ the ~~time~~fair ~~available~~value ~~for~~hierarchy the Company to consummate a Business Combination, the Company’s sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the applicable extension fees, on or prior to the date of the ~~applicable~~valuation ~~deadline,~~techniques ~~for each extension. The Company’s sponsor or its affiliates or designees will receive a non-interest bearing, unsecured promissory note equal to~~ the ~~amount of any such deposit that will not be repaid in the event that the~~ Company ~~are~~utilized ~~unable~~ to ~~close a Business Combination unless there are funds available~~determine ~~outside~~such ~~the~~fair ~~Trust Account to do so~~value. Such notes would either be paid upon consummation of our initial Business Combination or at the lender’s discretion, converted upon consummation of our Business Combination into additional private units at a price of $10.00 per unit.

On each of April 8, 2022, July 6, 2022 and September 28, 2022, the Company issued an unsecured promissory note in an amount of $455,400 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until January 8, 2023. On January 5, 2023, the Company issued an unsecured promissory note in an amount of $350,332 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 8, 2023. The Note is non-interest bearing and are payable upon the closing of a business combination. In addition, the Note may be converted, at the lender’s discretion, into additional Private Units at a price of $10.00 per unit. As of December 31, 2022 and 2021, the note payable balance of $1,366,200 and $0, respectively.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	23,330,523	$	23,330,523	$	-	$	-

Liabilities:
Warrant liabilities – Private Warrants	$	7,676	$	-	$	-	$	7,676

F-1720

ACE GLOBAL BUSINESS ACQUISITION LIMITED

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	48,982,188	$	48,982,188	$	-	$	-

Liabilities:
Warrant liabilities – Private Warrants	$	10,000	$	-	$	-	$	10,000

~~NOTES~~* TOincluded ~~CONSOLIDATED~~in ~~FINANCIAL~~cash ~~STATEMENTS~~and investments held in trust account on the Company’s consolidated balance sheets.

~~NOTE~~The private 6warrants ~~– SHAREHOLDERS~~are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s consolidated ~~(DEFICIT)~~balance ~~EQUITY~~ sheets.

~~Ordinary~~The Company established the initial fair value for the private warrants at $1,258,560 on April 9, 2021, the date of the Company’s Initial Public Offering, using a Black-Scholes model. The Company allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.

The ~~Company is authorized to issue 100,000,000~~ ~~ordinary~~key ~~shares~~inputs atinto ~~par $0.001. Holders of~~ the ~~Company’s~~binomial ~~ordinary~~model ~~shares~~and ~~are~~Black-Scholes ~~entitled~~model towere ~~one~~as ~~vote~~follows ~~for~~at ~~each~~their ~~share.~~measurement dates:

In April 2021, the Company sold 4,600,000 units at a price of $10.00 per Public Unit in the Public Offering.

	December 31, 2023			December 31, 2022
Input
Share price	$	11.83		$	10.62
Risk-free interest rate		3.85	%		1.18	%
Volatility		1	%		1	%
Exercise price	$	11.50		$	11.50
Warrant life		5 years			5 years

InThe ~~April~~following ~~2021, the Company issued 304,000 ordinary~~table ~~shares~~summarizes ~~under~~ the ~~private~~fair ~~placement~~values of ~~304,000~~warrant ~~private~~liabilities ~~units~~and atchange ~~$10~~in ~~per~~fair ~~unit,~~value toat ~~the~~each ~~Sponsor.~~measurement date:

As of December 31, 2022 and 2021, 1,454,000 and 1,150,000 ordinary shares were issued and outstanding excluding 4,600,000 and 4,600,000 shares are subject to possible conversion.

	For the Year Ended December 31,			For the Year Ended December 31,
	2023			2022
Fair value of private warrants as at the beginning of year	$	10,000		$	1,2400,000
Change in fair value of warrant liability		(2,324	)		(1,230,000	)
Fair value of private warrants as at the end of year		7,676			10,000

~~Public~~To the ~~Warrants~~ extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

~~As of December 31, 2022 and 2021, 4,600,000 and 4,600,000 public warrants were issued and outstanding.~~F-21

~~Each public warrant entitles the holder thereof~~NOTE to9 ~~purchase~~– ~~one-half~~COMMITMENTS ~~(1/2)~~AND of one ordinary share at a price of $11.50 per full share, subject to adjustment as described in this prospectus. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.CONTINGENCIES

~~No public warrants will be exercisable for cash~~Risks ~~unless the Company has an effective~~ and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. It is the Company’s current intention to have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares in effect promptly following consummation of an initial business combination.Uncertainties

~~Notwithstanding the foregoing, if a registration~~Management ~~statement~~is ~~covering~~currently evaluating the ~~ordinary~~impact ~~shares issuable upon exercise~~ of the ~~public~~COVID-19 ~~warrants~~pandemic ison ~~not effective within 90 days following~~ the ~~consummation of~~industry ~~our~~and ~~initial~~has ~~business~~concluded ~~combination,~~that ~~public~~while ~~warrant~~it ~~holders may, until such time as there~~ is anreasonably ~~effective~~possible ~~registration statement and during~~that ~~any~~the ~~period~~virus ~~when~~could ~~we shall~~ have ~~failed~~a tonegative ~~maintain~~effect ~~an effective registration statement, exercise warrants~~ on ~~a cashless basis pursuant to an available exemption from registration under~~ the ~~Securities~~Company’s ~~Act.~~future Infinancial ~~such event~~position, ~~each~~results ~~holder would pay the exercise price by surrendering the warrants for that number~~ of ~~ordinary~~its ~~shares~~operations ~~equal~~and/or tosearch ~~the quotient obtained by dividing (x) the product of the number of ordinary shares~~for ~~underlying~~a ~~the~~target ~~warrants~~company, ~~multiplied~~there byhas ~~the~~been ~~difference~~no ~~between~~significant ~~the~~impact ~~exercise~~as ~~price~~ of the ~~warrants~~date ~~and~~of ~~the~~these ~~“fair~~financial ~~market value” (defined below) by (y) the fair market value~~statements. The ~~“fair~~consolidated ~~market~~financial ~~value” shall mean the average reported last sale price of the~~statements ~~ordinary~~do ~~shares~~not ~~for~~include ~~the~~any 10adjustments ~~trading~~that ~~days~~might ~~ending~~result onfrom the ~~day~~future ~~prior~~outcome ~~to the date~~ of ~~exercise.~~this ~~For example, if a holder held 300 warrants to purchase 150 shares and the fair market value on the date prior to exercise was $15~~uncertainty.00, that holder would receive 35 shares without the payment of any additional cash consideration. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis.

~~The warrants will become exercisable on the later~~Registration of the completion of an initial business combination and December 31, 2022. The warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption.Rights

The holders ~~Company~~of ~~may~~the ~~redeem~~Founder Shares, the ~~outstanding~~Private ~~warrants~~ Placement Warrants (~~including~~and ~~any~~their ~~outstanding~~underlying securities) and the warrants that may be issued upon conversion ~~exercise~~ of the ~~unit~~Working ~~purchase~~Capital ~~option~~Loans ~~issued~~(and their underlying securities) will be entitled to ~~Ladenburg~~registration ~~Thalmann~~rights &pursuant Coto a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering., ~~Inc~~The holders of a majority of these securities will be entitled to make up to two demands that the Company register such securities.~~,),~~ inThe holders of the majority of the Founder Shares ~~whole~~can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Placement Warrants and ~~not~~warrants issued in ~~part,~~payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a ~~price~~Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of $0a Business Combination.01 ~~per~~The ~~warrant:~~Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~● at any time while the Public Warrants are exercisable,~~Underwriter Agreement

●The underwriters are entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering, or $1,840,000 upon ~~not~~the ~~less~~closing of ~~than~~the 30Business ~~days~~Combination. The deferred fee can be paid in cash, stock or a combination of both (at the underwriter’s ~~prior~~discretion). Any ~~written~~stock ~~notice~~issued as a part of ~~redemption~~the deferred fee will be issued to ~~each~~the ~~Public~~underwriters ~~Warrant~~at ~~holder~~the value per share in the Company’s Trust Account, subject to any additional increases in the amount in trust per the Company’s trust extensions. Stock to be issued to the underwriters will have unlimited piggyback registration rights and the same rights afforded other holders of the Company’s ordinary shares.

●NOTE 10 ~~if,~~– ~~and~~SUBSEQUENT only if, the reported last sale price of the ordinary shares equals or exceeds $18 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, andEVENTS

●In ~~if,~~accordance ~~and~~with ~~only~~ASC ifTopic 855, ~~there~~Subsequent Events, iswhich aestablishes ~~current~~general ~~registration~~standards ~~statement~~of inaccounting ~~effect~~for ~~with~~and ~~respect~~disclosure toof ~~the~~events ~~issuance~~that ofoccur after the ~~ordinary~~balance ~~shares~~sheet ~~underlying~~date ~~such~~but before ~~warrants at~~ the ~~time~~consolidated offinancial ~~redemption~~statements ~~and~~are ~~for~~available ~~the~~to ~~entire~~be ~~30-day~~issued, ~~trading~~the ~~period~~Company ~~referred~~has toevaluated ~~above~~all ~~and~~events ~~continuing~~or ~~each~~transactions ~~day~~that ~~thereafter~~occurred after ~~until~~ the ~~date~~balance ofsheet ~~redemption~~date.

~~F-18~~On January 2, 2024 the Company issued an unsecured promissory note in an amount of $98,859 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until February 8, 2023.

~~ACE~~On ~~GLOBAL~~January ~~BUSINESS~~26, ~~ACQUISITION~~2024 ~~LIMITED~~the Company issued an unsecured promissory note in an amount of $98,859 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until March 8, 2023.

~~NOTES~~On February TO22, ~~CONSOLIDATED~~2024 ~~FINANCIAL~~the ~~STATEMENTS~~Company issued an unsecured promissory note in an amount of $98,859 to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until April 8, 2023.

If the foregoing conditions are satisfied and the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the ordinary shares may fall below the $18.00 trigger price as well as the $11.50 warrant exercise price per full share after the redemption notice is issued and not limit our ability to complete the redemption.F-22

~~The redemption criteria for the warrants have~~ ~~been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide~~ ~~a sufficient differential between the then~~00-~~prevailing share price and the warrant exercise price so that if the share price declines as~~0000000 ~~a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants~~ 2265438 4600000 0.22 0.30 1454000 1454000 0.16 0.62 0.16 0.29 0.30 0.62 12400000 false FY 0001844389 0001844389 2023-01-01 2023-12-31 0001844389 acba:UnitsEachConsistingOfOneOrdinaryShareParValue0001PerShareAndOneRedeemableWarrantEntitlingTheHolderToReceiveOneOrdinaryShareMember 2023-01-01 2023-12-31 0001844389 acba:OrdinarySharesMember 2023-01-01 2023-12-31 0001844389 acba:WarrantsMember 2023-01-01 2023-12-31 0001844389 2023-12-31 0001844389 2024-03-08 0001844389 2022-12-31 0001844389 us-gaap:RelatedPartyMember 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If the Company calls the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

NOTE 7 – ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside of the Company’s control. Accordingly, at December 31, 2022 and 2021, 4,600,000 and 4,600,000 ordinary shares subject to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s consolidated balance sheets.

	For the Year Ended December 31,
	2022			2021
Total ordinary shares issued		6,054,000			6,054,000
Shares issued classified as equity		(1,454,000	)		(1,454,000	)
Ordinary shares, subject to redemption		4,600,000			4,600,000

NOTE 8 – FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

F-19

ACE GLOBAL BUSINESS ACQUISITION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2022 and 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	48,982,188	$	48,982,188	$	-	$	-
Liabilities:
Warrant liabilities – Private Warrants	$	10,000	$	-	$	-	$	10,000

	December 31,		Quoted Prices In Active Markets		Significant Other Observable Inputs		Significant Other Unobservable Inputs
Description	2021		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Treasury Securities held in Trust Account*	$	46,922,878	$	46,922,878	$	-	$	-
Liabilities:
Warrant liabilities – Private Warrants	$	1,240,000	$	-	$	-	$	1,240,000

* included in cash and investments held in trust account on the Company’s consolidated balance sheets.

The private warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets.

The Company established the initial fair value for the private warrants at $1,258,560 on April 9, 2021, the date of the Company’s Initial Public Offering, using a Black-Scholes model. The Company allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values as determined at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based on their relative fair values recorded at the initial measurement date. The warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The expected life of the warrants is assumed to be five years after the completion of the initial business combination.

The key inputs into the binomial model and Black-Scholes model were as follows at their measurement dates:

	December 31, 2022			December 31, 2021			April 9, 2021 (Initial measurement)
Input
Share price	$	10.62		$	10.15		$	10.00
Risk-free interest rate		1.18	%		1.26	%		0.87	%
Volatility		1	%		49	%		52	%
Exercise price	$	11.50		$	11.50		$	11.50
Warrant life		5 years			5 years			5 years

As of December 31, 2022, the aggregate value of the Private Warrants was $10,000. The change in fair value from December 31, 2021 to December 31, 2022 was approximately $(1,230,000).

As of December 31, 2021, the aggregate value of the Private Warrants was $1.24 million. The change in fair value from April 9, 2021 to December 31, 2021 was approximately $(18,560).

F-20

ACE GLOBAL BUSINESS ACQUISITION LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3. Level 3 financial liabilities consist of the Private Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration Rights

The holders of the Founder Shares, the Private Warrants (and their underlying securities) and the warrants that may be issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of a majority of these securities will be entitled to make up to two demands that the Company registers such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow. The holders of a majority of the Private Warrants and warrants issued in payment of Working Capital Loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriter Agreement

The underwriters are entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering, or $1,840,000 until the closing of the Business Combination. The deferred fee can be paid in cash, stock or a combination of both (at the underwriter’s discretion). Any stock issued as a part of the deferred fee will be issued to the underwriters at the value per share in the Company’s Trust Account, subject to any additional increases in the amount in trust per the Company’s trust extensions. Stock to be issued to the underwriters will have unlimited piggyback registration rights and the same rights afforded other holders of the Company’s ordinary share.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after the balance sheet date, up through the date was the Company issued the consolidated financial statements.

On January 5, 2023, the Company held its annual meeting of shareholders. During this meeting, the Company’s shareholders approved the proposals to (i) amend the second amended and restated memorandum and articles of association to further extend the date by which it has to consummate a business combination five times, as follows: (a) two times for an three additional months each time from January 8, 2023 to July 8, 2023; (b) followed by three times for an additional one month each time from July 8, 2023 to October 8, 2023 and (ii) amend the investment management trust agreement, dated as of April 5, 2021 by and between the Company and Continental Stock Transfer & Trust Company, LLC (“Continental”) to allow it to further extend the time to complete a business combination total of five times, as follows: (a) two times for an additional three months each time from January 8, 2023 to July 8, 2023 and followed by (ii) three (3) times for an additional one (1) month each time from July 8, 2023 to October 8, 2023

On January 5, 2023, 2,264,453 shares were redeemed by a number of shareholders at a price of approximately $10.65 per share, in an aggregate principal amount of $24,120,397.

On January 5, 2023, the Company issued unsecured promissory note in the aggregate principal amount of $350,332 to Ace Global Investment Limited in exchange for Ace Global Investment Limited depositing such amount into the Company’s trust account in order to extend the amount of available time to complete a business combination.

F-21

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