UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2224, 2024

ACE GLOBAL BUSINESS ACQUISITION LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-40309		n/a
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Rm. 806, 8/F, Tower 2, Lippo Centre, No. 89 Queensway,

Admiralty, Hong Kong

(Address of principal executive offices)

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

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 31.0102. ~~Notice~~Mutual Termination of ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnAs ~~April~~previously 1announced, ~~2024,~~ Ace Global Business Acquisition Limited, a British Virgin Islands business company (~~the~~“Ace” or “~~Company~~Parent”) ~~filed~~previously aentered ~~Current~~into ~~Report~~that oncertain ~~Form~~Business Combination ~~8-K~~Agreement todated ~~disclose~~December ~~that~~23, on2022 ~~March~~between ~~28,~~Ace ~~2024,~~and ~~the~~LE ~~Company~~Worldwide ~~received~~Limited, a ~~notice from~~British ~~the~~Virgin ~~staff~~Islands ofbusiness company (the ~~Listing~~“Company”) (as ~~Qualifications~~supplemented ~~Department~~by ofa ~~The~~Joinder ~~Nasdaq~~Agreement ~~Stock~~dated ~~Market~~March ~~LLC~~2, ~~(“Nasdaq”)~~2023 ~~indicating~~between ~~that~~Ace, ~~unless~~ the Company, ~~timely~~ACBA ~~requests~~Merger Sub I Limited, a ~~hearing~~British ~~before~~Virgin ~~the~~Islands business ~~Nasdaq~~company ~~Hearings~~and ~~Panel~~wholly ~~(the~~owned subsidiary of Ace (“~~Panel~~Purchaser”), ~~the~~and ~~Company’s~~ACBA ~~securities~~Merger ~~(units, ordinary~~Sub ~~shares~~II ~~and~~Limited, ~~warrants)~~a ~~would~~British beVirgin ~~subject~~Islands business tocompany ~~suspension~~ and ~~delisting~~wholly ~~from~~owned ~~The~~subsidiary ~~Nasdaq~~of ~~Capital~~Purchaser ~~Market~~(“Merger atSub”) ~~the~~and ~~opening~~as ofamended ~~business~~ on ~~April~~ 8July 6, ~~2024~~2023 ~~due~~and toSeptember 19, 2023) (the ~~Company’s~~“Merger ~~non-compliance~~Agreement”) ~~with~~which ~~Nasdaq~~provides ~~IM-5101-2~~for, ~~which~~subject ~~requires~~to ~~that~~the asatisfaction ~~special~~or ~~purpose~~waiver ~~acquisition~~of ~~company must~~the ~~complete~~conditions ~~one~~set orforth ~~more~~in ~~business~~the Merger ~~combinations~~Agreement ~~within~~(including, 36but ~~months~~not oflimited to, the ~~effectiveness~~approval ofand ~~its~~adoption ~~IPO~~of ~~registration~~the ~~statement~~Merger ~~and~~Agreement ~~that~~by the ~~Company intends~~shareholders toof ~~timely~~Ace), ~~request~~the aproposed Business ~~hearing~~Combination ~~before~~between ~~the~~Ace ~~Panel~~and (the ~~“Initial 8-K”)~~Company.

~~While~~On ~~the~~May ~~Company~~24, ~~has~~2024, ~~submitted~~the aparties ~~hearing~~to ~~request~~the Merger Agreement ~~before~~entered ~~the~~into ~~Panel,~~a Mutual Termination Agreement (the ~~Company~~“Mutual ~~has~~Termination ~~now~~Agreement”) ~~withdrawn~~pursuant ~~it.~~to Onwhich ~~May~~the ~~22,~~parties ~~2024,~~to the ~~Company~~Merger Agreement ~~received~~agreed ato ~~notice~~mutually ~~from~~terminate the ~~staff~~Merger Agreement in all respects in accordance with Section 14.1(a) of the ~~Nasdaq~~Merger ~~Office~~Agreement. ofThe ~~General~~Merger ~~Counsel~~Agreement ~~confirming~~is ~~the~~effectively ~~Company’s~~mutually ~~withdrawal~~terminated as of ~~its~~May ~~hearing~~24, ~~request~~2024. ~~and~~The ~~notifying~~parties’ entry into the ~~Company~~Mutual ~~that~~Termination Agreement was as a result of ~~the withdrawal,~~concern over the Company’s ~~securities~~ability ~~(units~~to continue its operations post-business combination due to significant decline in its business revenue, ~~ordinary~~liquidity ~~shares~~issues ~~and~~with ~~warrants)~~certain ~~will~~bank befinancings ~~suspended~~and atuncertainty over the ~~open~~supply of ~~business~~the ontools ~~May~~and ~~24,~~products that ~~2024~~it ~~and~~sells. ~~Nasdaq~~On ~~will~~April ~~file~~12, a2024, ~~Form~~the 25Company’s ~~Notification~~related ofparty ~~Delisting~~manufacturer ~~with~~and ~~the~~main ~~U.S.~~supplier ~~Securities~~was ~~and~~served ~~Exchange~~with ~~Commission~~a winding-up petition.

The foregoing description of the Mutual Termination Agreement does not purport to be complete and is qualified in its entirety by the full text of the agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

~~SIGNATURES~~Item 8.01. Other Events.

~~Pursuant~~The board of directors of Ace has determined that Ace may not have sufficient time to complete an initial business combination within the ~~requirements~~timeframe provided in Ace’s current amended and restated memorandum and articles of association (the ~~Securities~~“Charter”), and Ace will therefore liquidate and dissolve in accordance ~~Exchange~~with ~~Act~~its terms. Ace will redeem all of ~~1934,~~its issued and outstanding ordinary shares that were included in the ~~registrant~~units ~~has~~issued ~~duly~~in ~~caused~~its ~~this~~initial public ~~report~~offering tofrom beits ~~signed~~public onshareholders and will work with its ~~behalf~~trustee byto effect the ~~undersigned~~liquidation in accordance with the terms of its Charter and as set forth in its prospectus issued in connection with Ace’s initial public offering. There will be no redemption rights or liquidating distributions with respect to Ace’s warrants, ~~thereunto~~which ~~duly~~will ~~authorized~~expire worthless.

~~Date:~~On May 2324, 2024, Ace issued a press release announcing the mutual termination of the Merger Agreement and redemption of its ordinary shares. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

~~Ace~~Item ~~Global~~9.01. ~~Business~~Financial ~~Acquisition~~Statements ~~Limited~~and ~~(Registrant) By: /s/ Eugene Wong Name: Eugene Wong Title: Chief Executive Officer~~Exhibits.

2The following exhibits are furnished herewith:

EXHIBIT INDEX

Exhibit No.		Description
10.1		Mutual Termination Agreement dated May 24, 2024 by and among Ace, Purchaser, Merger Sub and the Company.
99.1		Press Release dated May 24, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 24, 2024

Ace Global Business Acquisition Limited

(Registrant)

By:	/s/ Eugene Wong
Name:	Eugene Wong
Title:	Chief Executive Officer

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