Core Points - Ace Global Business Acquisition Limited has mutually terminated its Business Combination Agreement with LE Worldwide Limited due to concerns over LE Worldwide's operational viability post-business combination [1][2] - The termination was influenced by significant declines in LE Worldwide's business revenue, liquidity issues, and uncertainty regarding the supply of its products [2] - Following the termination, Ace Global Business Acquisition Limited will liquidate and dissolve, redeeming all issued ordinary shares from public shareholders [3] Company Overview - Ace Global Business Acquisition Limited is a special purpose acquisition company formed to effect mergers, share exchanges, asset acquisitions, and similar business combinations with other entities [4]

Core Points - Ace Global Business Acquisition Limited, a special purpose acquisition company, received shareholder approval to amend its memorandum and articles of association, allowing for a total of six extensions of one month each to complete a business combination, extending the deadline from April 8, 2024, to October 8, 2024 [1] - The Company has deposited $30,000 into its trust account to extend the deadline for an additional month, from April 8, 2024, to May 8, 2024 [1] - A promissory note was issued to the Sponsor for the deposited amount, which is convertible into the Company's units at a price of $10.00 per unit upon the closing of a business combination [1] Company Overview - Ace Global Business Acquisition Limited is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more business entities [2]

Part I [Business](index=5&type=section&id=ITEM%201.%20BUSINESS) Ace Global Business Acquisition Limited is a British Virgin Islands SPAC focused on a business combination, having raised $46.92 million and entered an agreement with LE Worldwide Limited, with a deadline of April 8, 2024 - The company is a **blank check company (SPAC)** with no current operations or revenue, formed for a business combination[14](index=14&type=chunk) - On December 23, 2022, the company entered a Business Combination Agreement with LE Worldwide Limited (LEW) for **$110 million** in PubCo Ordinary Shares[40](index=40&type=chunk)[41](index=41&type=chunk) - The acquisition strategy targets businesses in Greater China, Japan, and Southeast Asia with an enterprise value between **$150 million and $300 million**[29](index=29&type=chunk)[32](index=32&type=chunk) - The deadline for the initial business combination has been extended multiple times to **April 8, 2024**, funded by the Sponsor via unsecured promissory notes[67](index=67&type=chunk) [Risk Factors](index=20&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces significant risks, including the potential failure to complete a business combination by April 8, 2024, SPAC structural risks, potential Nasdaq delisting, and conflicts of interest due to its "emerging growth company" status - Failure to complete the initial business combination by the **April 8, 2024 deadline** risks company liquidation and worthless warrants[103](index=103&type=chunk)[104](index=104&type=chunk) - Initial shareholders own approximately **42.38%** of Ordinary Shares and will vote for the Business Combination, increasing approval likelihood regardless of public shareholder opinion[95](index=95&type=chunk) - Significant share redemptions could reduce post-combination liquidity and potentially cause the business combination to fail if minimum cash conditions are not met[91](index=91&type=chunk)[99](index=99&type=chunk) - As an **\"emerging growth company,\"** the company has reduced disclosure obligations, potentially making its securities less attractive to investors[97](index=97&type=chunk)[98](index=98&type=chunk) [Unresolved Staff Comments](index=25&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) The company reports no unresolved staff comments - Not applicable[121](index=121&type=chunk) [Cybersecurity](index=27&type=section&id=ITEM%201C.%20CYBERSECURITY) As a SPAC with no operations, the company does not face significant cybersecurity risks and lacks a formal risk management program, with board oversight for potential threats - The company, as a SPAC with no operations, does not believe it faces significant cybersecurity risk and has not implemented a formal risk management program[123](index=123&type=chunk) [Properties](index=27&type=section&id=ITEM%202.%20PROPERTIES) The company owns no properties; its principal executive office is provided by its Sponsor for a **$10,000 monthly fee** covering administrative services - The company's principal executive office space is provided by its Sponsor for a **$10,000 per month** administrative services agreement[124](index=124&type=chunk) [Legal Proceedings](index=27&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any material legal proceedings or aware of claims that could adversely affect its business - The company is not currently involved in any material litigation or legal proceedings[125](index=125&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Not applicable[126](index=126&type=chunk) Part II [Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](index=28&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT%27S%20COMMON%20EQUITY%2C%20RELATED%20SHAREHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's securities trade on Nasdaq, with **3,431,179 ordinary shares outstanding** as of March 8, 2024, and **$46.92 million** from IPO proceeds held in a trust account, with no dividends paid or intended before a business combination - The company's securities trade on Nasdaq under symbols **ACBAU (Units), ACBA (Ordinary Shares), and ACBAW (Warrants)**[127](index=127&type=chunk) - No cash dividends have been paid to date, and none are intended prior to the completion of an initial business combination[128](index=128&type=chunk) - A total of **$46,920,000** from the IPO and private placement proceeds were placed in a trust account for public shareholders[129](index=129&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) The company reported a **net loss of $227,215** in 2023, a shift from **net income of $1,084,218** in 2022, driven by higher operating costs, with substantial doubt about its going concern ability if a business combination is not completed by April 8, 2024 Results of Operations (in USD) | Metric | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | **Net (Loss) Income** | **($227,215)** | **$1,084,218** | | Operating Costs | ($1,462,823) | ($838,852) | | Change in Fair Value of Warrant Liability | $2,324 | $1,230,000 | | Dividend/Interest Income | $1,233,284 | $693,070 | - The increase in operating costs in 2023 compared to 2022 is mainly due to expenses incurred for the business combination[136](index=136&type=chunk) - The company's ability to continue as a **going concern** is in substantial doubt if a business combination is not consummated by **April 8, 2024**, with no related adjustments in financial statements[142](index=142&type=chunk) - The Sponsor has funded multiple extensions to the business combination deadline via non-interest bearing, unsecured promissory notes, totaling **$2,713,774** as of December 31, 2023[142](index=142&type=chunk)[282](index=282&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=35&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company was not subject to material market or interest rate risk as of December 31, 2023, as trust account funds are invested in short-term U.S. government securities or money market funds - The company is not subject to material market or interest rate risk, with trust account proceeds invested in U.S. government securities or money market funds[155](index=155&type=chunk) [Controls and Procedures](index=35&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded the company's disclosure controls and procedures were **not effective** as of December 31, 2023, with no internal control report included as permitted for newly public companies - Management concluded that the company's disclosure controls and procedures were **not effective** as of December 31, 2023[157](index=157&type=chunk) - No report on internal control over financial reporting is included, as the company is availing itself of the transition period for newly public companies[160](index=160&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=37&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) This section details the company's executive officers and independent directors, committee compositions, significant conflicts of interest for the sponsor and management, and the adoption of a code of ethics - The board consists of two executive officers and three independent directors: **Robert Morris, Yan Xu, and Leslie Chow**[163](index=163&type=chunk)[170](index=170&type=chunk) - **Leslie Chow** is identified as the **\"audit committee financial expert\"**[176](index=176&type=chunk) - Significant conflicts of interest exist, as the Sponsor and management risk losing their entire investment, valued at over **$17.6 million** as of March 8, 2024, if a business combination is not completed[182](index=182&type=chunk)[183](index=183&type=chunk) [Executive Compensation](index=46&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive officers receive no cash compensation, only expense reimbursement, and the board adopted a clawback policy for incentive compensation in November 2023 - No executive officer has received any cash compensation for services rendered, only reimbursement for out-of-pocket expenses[199](index=199&type=chunk) - A **clawback policy** was adopted on **November 29, 2023**, allowing recovery of incentive-based compensation from executive officers in the event of a financial restatement[200](index=200&type=chunk)[201](index=201&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=48&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20SHAREHOLDER%20MATTERS) As of March 8, 2024, Ace Global Investment Limited is the largest beneficial owner of ordinary shares with **39.90%**, followed by other significant institutional holders Beneficial Ownership as of March 8, 2024 (in %) | Name of Beneficial Owner | Percentage Owned | | :--- | :--- | | Ace Global Investment Limited (Sponsor) | 39.90% | | Polar Multi-Strategy Master Fund | 11.04% | | Harraden Circle Investors, LP | 7.88% | | Fir Tree Capital Management LP | 6.06% | | All directors and executive officers as a group | 2.48% | - Insider shares are held in escrow and will be released in stages, starting one year after the consummation of an initial business combination or earlier if stock price targets are met[209](index=209&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=49&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%2C%20AND%20DIRECTOR%20INDEPENDENCE) This section details related-party transactions, including the Sponsor's purchase of **1,150,000 insider shares for $25,000** and **304,000 private units for $3.04 million**, a **$10,000 monthly administrative fee**, and **$2,226,906 owed to the Sponsor** as of December 31, 2023 - The Sponsor and initial shareholders purchased **1,150,000 insider shares** for an aggregate price of **$25,000**[213](index=213&type=chunk) - The company pays its Sponsor a monthly fee of **$10,000** for general and administrative services[218](index=218&type=chunk) - As of December 31, 2023, the company owed its Sponsor **$2,226,906** for expenses paid on its behalf[218](index=218&type=chunk) - The company has a Related Party Policy requiring the audit committee to review and approve related-party transactions exceeding **$120,000**[220](index=220&type=chunk)[223](index=223&type=chunk) [Principal Accountant Fees and Services](index=51&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTANT%20FEES%20AND%20SERVICES) The company paid **$127,639** in total audit fees in 2023 and **$101,000** in 2022 to its auditors, with no other fees paid and all services pre-approved Audit Fees (in USD) | Firm | 2023 Fees | 2022 Fees | | :--- | :--- | :--- | | Adeptus Partners LLC | $51,000 | $35,000 | | Friedman LLP / Marcum LLP | $76,639 | $66,000 | | **Total** | **$127,639** | **$101,000** | - No fees were paid for audit-related, tax, or other services to the auditors in 2023 or 2022[228](index=228&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=52&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This section lists the financial statements and provides an index of all exhibits filed with the Form 10-K, including key agreements and certifications - This section contains the index to the company's financial statements and a list of all exhibits filed with the report[230](index=230&type=chunk)[233](index=233&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=57&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor issued a standard opinion but expressed **\"Substantial Doubt about the Company's Ability to Continue as a Going Concern\"** due to working capital deficiency, losses, and reliance on completing a business combination - The auditor's report contains a **going concern qualification**, expressing substantial doubt about the company's ability to continue operations due to working capital deficiency and reliance on completing a business combination[242](index=242&type=chunk) [Consolidated Financial Statements](index=59&type=section&id=Consolidated%20Financial%20Statements) Consolidated financial statements show a significant decrease in assets from **$49.0 million to $23.3 million** due to share redemptions, an increase in liabilities from **$4.2 million to $6.95 million**, and a **net loss of $227,215** in 2023 Consolidated Balance Sheet Data (in USD) | Account | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Cash and investments held in trust account | $23,330,523 | $48,982,188 | | Total Assets | $23,399,064 | $49,073,620 | | Total Liabilities | $6,951,262 | $4,166,363 | | Ordinary shares, subject to possible redemption | $23,330,523 | $48,982,188 | | Total shareholders' deficit | ($6,882,721) | ($4,074,931) | Consolidated Statement of Operations Data (in USD) | Account | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | | :--- | :--- | :--- | | Total operating expenses | ($1,462,823) | ($838,852) | | Total other income, net | $1,235,608 | $1,923,070 | | **Net (Loss) Income** | **($227,215)** | **$1,084,218** | [Notes to Consolidated Financial Statements](index=63&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the proposed business combination with LEW, multiple deadline extensions to **April 8, 2024**, related-party transactions, a significant reduction in redeemable shares to **1.98 million**, warrant liability valuation, and subsequent promissory notes for extensions - The company has until **April 8, 2024**, to consummate a business combination, having extended the deadline multiple times via Sponsor promissory notes[282](index=282&type=chunk)[284](index=284&type=chunk) - In 2023, **2,622,821 shares** were redeemed by shareholders for approximately **$28.2 million**[280](index=280&type=chunk)[335](index=335&type=chunk) - As of December 31, 2023, the company had advances from its Sponsor of **$2,226,906** and notes payable to the Sponsor of **$2,713,774**[322](index=322&type=chunk)[326](index=326&type=chunk) - Subsequent to year-end, in January and February 2024, the company issued three additional unsecured promissory notes to the Sponsor, each for **$98,859**, to fund further one-month extensions of the business combination deadline[347](index=347&type=chunk)[348](index=348&type=chunk)

Group 1 - The company Ace Global Business Acquisition Limited has announced a deposit of $98,858.95 into its trust account to extend the deadline for completing a business combination by one month, from March 9, 2024, to April 8, 2024 [1] - The deposit represents approximately $0.05 per ordinary share, and the company issued a promissory note to the sponsor for the same amount, which is convertible into units at a price of $10.00 per unit upon the closing of a business combination [1] - The purpose of this extension is to provide additional time for the company to finalize a business combination [1] Group 2 - Ace Global Business Acquisition Limited is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more business entities [2]

Group 1 - LE Worldwide Limited (LEW) has signed a co-research collaborative agreement with the Beijing Academy of Agriculture and Forestry Sciences (BAAFS) to advance smart farming research and innovation [1][2] - The partnership aims to explore the impacts of light spectra on crop growth and enhance LED grow light technologies, aligning with the Chinese government's goals for efficient and sustainable agriculture [2][3] - LEW specializes in data-driven integrated lighting solutions for Controlled Environment Agriculture (CEA), focusing on enhancing agricultural efficiency through technology [3][4] Group 2 - The Chinese government supports agricultural innovation and modernization, recognizing its importance for national food security [2] - BAAFS has a 60-year history of contributions to modern urban agriculture and technological advancements in China's agriculture sector [1][2] - LEW plans to change its name to AG DATAWORKS following a merger with Ace Global Business Acquisition Limited, subject to certain conditions [4]

Part I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, detailing the company's financial position, performance, and cash flows for the period [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows total assets decreased to **$22.9 million** from **$49.1 million**, primarily due to reduced trust account cash after share redemptions Condensed Consolidated Balance Sheet Data (Unaudited) | Balance Sheet Items | Sep 30, 2023 (USD) | Dec 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $58,653 | $91,432 | | Cash and investments held in trust account | $22,827,616 | $48,982,188 | | **Total Assets** | **$22,946,269** | **$49,073,620** | | **Liabilities & Equity** | | | | Note payable – related party | $2,516,056 | $1,366,200 | | Advances from a related party | $2,078,136 | $893,814 | | Total Liabilities | $6,474,825 | $4,166,383 | | Ordinary shares, subject to possible redemption | $22,827,616 | $48,982,188 | | Total shareholders' deficit | $(6,356,172) | $(4,074,931) | [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) The statements of operations show a **net loss of $5,474** for the quarter, a significant shift from **$1.33 million net income** in the prior year, driven by warrant valuation changes Condensed Consolidated Statements of Operations (Unaudited) | (In USD) | Three Months Ended Sep 30, 2023 | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Formation, general and administrative expenses | $(351,419) | $(193,962) | $(1,128,544) | $(636,101) | | Change in fair value of warrant liabilities | $4,631 | $1,310,000 | $(2,846) | $1,210,000 | | Dividend income | $341,313 | $216,003 | $927,812 | $284,600 | | **NET (LOSS) INCOME** | **$(5,474)** | **$1,332,044** | **$(203,573)** | **$858,508** | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The company's total shareholders' deficit increased from **$4.07 million** at the beginning of 2023 to **$6.36 million** as of September 30, 2023, primarily due to accretion of redeemable shares and net loss - The shareholders' deficit grew from **$(4,074,931)** on January 1, 2023, to **$(6,356,172)** on September 30, 2023[19](index=19&type=chunk) - Key drivers for the increased deficit during the nine months ended September 30, 2023, were the accretion of carrying value to redemption value totaling **$2,077,668** and a net loss[19](index=19&type=chunk)[72](index=72&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$1.2 million**, with investing activities providing **$27.1 million** and financing activities using **$25.9 million**, resulting in a **net decrease of $32,779** in cash Cash Flow Summary (Nine Months Ended Sep 30) | Cash Flow Activity | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,217,102) | $(643,240) | | Net cash provided by (used in) investing activities | $27,082,384 | $(1,366,200) | | Net cash (used in) provided by financing activities | $(25,898,062) | $2,009,938 | | **NET CHANGE IN CASH** | **$(32,779)** | **$498** | | **Cash, end of period** | **$58,653** | **$122,506** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC formation, amended merger agreement with LE Worldwide Limited, repeated deadline extensions, significant share redemptions, and going concern doubts - The company is a blank check company aiming to merge with a business, focusing on the artificial intelligence and related technology markets in North America[25](index=25&type=chunk) - The company entered into a merger agreement with LE Worldwide Limited (LEW), with the merger consideration reduced from **$150 million** to **$110 million** via an amendment on September 19, 2023[38](index=38&type=chunk)[40](index=40&type=chunk) - The deadline to complete a business combination has been extended multiple times and is currently January 8, 2024, funded by non-interest bearing, unsecured promissory notes from the Sponsor[44](index=44&type=chunk)[46](index=46&type=chunk) - In 2023, a total of **2,622,821 shares** were redeemed by shareholders, resulting in cash outflows of over **$28.2 million** from the Trust Account[42](index=42&type=chunk)[101](index=101&type=chunk) - Management has concluded that there is substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not consummated by the deadline[47](index=47&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's blank check status, the primary drivers of net loss, reliance on sponsor loans for deadline extensions, and the substantial doubt regarding its going concern ability - The company is a blank check company formed to effect a business combination and currently has no revenue or operations[115](index=115&type=chunk)[116](index=116&type=chunk) - The net loss of **$203,573** for the nine months ended September 30, 2023, was a decrease from a net income of **$858,508** in the prior-year period, primarily due to a smaller gain from the change in fair value of warrant liabilities[121](index=121&type=chunk) - The company has until January 8, 2024, to consummate a business combination, having used multiple extensions funded by its sponsor, Ace Global Investment Limited, through non-interest bearing, unsecured promissory notes[128](index=128&type=chunk) - If a business combination is not completed by the deadline, the company will liquidate and redeem **100%** of its outstanding public shares[128](index=128&type=chunk) - The company has no off-balance sheet arrangements, and its primary contractual obligation is a **$10,000** monthly fee to its Sponsor for administrative services[131](index=131&type=chunk)[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=30&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company reports no material market or interest rate risk, as trust account funds are invested in short-term U.S. government treasury bills or money market funds - As of September 30, 2023, the company was not subject to any material market or interest rate risk[141](index=141&type=chunk) - Proceeds from the IPO held in the Trust Account are invested in short-term U.S. government treasury securities or money market funds, which limits interest rate risk exposure[141](index=141&type=chunk) [Controls and Procedures](index=30&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to material weaknesses in accounting for warrants and redeemable shares, with a remediation plan in place - Management concluded that the company's disclosure controls and procedures were not effective as of September 30, 2023[142](index=142&type=chunk) - Material weaknesses were identified in internal control over financial reporting related to the accounting for warrants and the classification of ordinary shares subject to possible redemption[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk) - A remediation plan is in place to enhance the system for evaluating and implementing complex accounting standards[148](index=148&type=chunk) - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[149](index=149&type=chunk) Part II. Other Information [Legal Proceedings](index=32&type=section&id=Item%201%20Legal%20Proceedings) The company reports no involvement in any legal proceedings as of the filing date of the Form 10-Q - The Company is not party to any legal proceedings as of the filing date[150](index=150&type=chunk) [Risk Factors](index=32&type=section&id=Item%201A%20Risk%20Factors) No material changes to risk factors, except for new risks related to the accounting treatment of warrants, potentially requiring liability classification and fair value measurement - There have been no material changes to the risk factors previously disclosed, except for those related to the accounting treatment of warrants[151](index=151&type=chunk) - An SEC staff statement from April 12, 2021, indicated that SPAC warrants might need to be classified as liabilities, which would require fair value measurement each quarter and could negatively impact the company[153](index=153&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details of IPO and private placement proceeds, totaling **$46 million** and **$3.04 million** respectively, with **$46.92 million** deposited into a trust account - The company consummated its IPO of **4,600,000 units** at **$10.00 per unit**, raising gross proceeds of **$46,000,000** in April 2021[154](index=154&type=chunk) - Simultaneously, the company sold **304,000 private units** to its sponsor at **$10.00 per unit**, generating gross proceeds of **$3,040,000**[155](index=155&type=chunk) - A total of **$46,920,000** from the offering and private placement was deposited into a trust account for the benefit of public stockholders[157](index=157&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[158](index=158&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[158](index=158&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this item - None[158](index=158&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, which include certifications by the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act, and various Inline XBRL documents - Exhibits filed include CEO and CFO certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and Inline XBRL data files[160](index=160&type=chunk) Part III. Signatures [Signatures](index=34&type=section&id=Signatures) The report was duly signed and authorized by Eugene Wong, Chief Executive Officer, and Nicholas Xue Wei Tan, Chief Financial Officer, on November 14, 2023 - The report was signed on November 14, 2023, by Eugene Wong (Chief Executive Officer) and Nicholas Xue Wei Tan (Chief Financial Officer)[163](index=163&type=chunk)

Financial Performance - The net loss for the six months ended June 30, 2023, was $1,602,040, compared to a net loss of $1,455,863 for the same period in 2022, indicating a year-over-year increase in losses [71]. - The basic and diluted net loss per share for the three months ended June 30, 2023, was $(0.17), compared to $(0.42) for the same period in 2022 [73]. - For the three months ended June 30, 2023, the basic and diluted net loss per share was $0.10, compared to a net loss per share of $(0.08) for the same period in 2022 [75]. - The allocation of net loss for the three months ended June 30, 2023, was $(189,781), an increase from $(118,148) in the same period of 2022 [74]. - The company incurred $30,000 in administrative service fees for both the three months ended June 30, 2023, and 2022 [83]. Shareholder Information - As of June 30, 2023, the company had 2,335,547 ordinary shares subject to possible redemption, down from 4,600,000 ordinary shares as of December 31, 2022 [57]. - The total ordinary shares issued as of June 30, 2023, was 6,054,000, with 1,454,000 shares classified as equity [99]. - The company sold 4,600,000 public units at a price of $10.00 per unit during its initial public offering [78]. - The share price increased from $10.62 on December 31, 2022, to $11.21 on June 30, 2023, reflecting an increase of approximately 5.6% [106]. Financial Position - The company did not have any cash equivalents as of June 30, 2023, and December 31, 2022 [51]. - The company had a balance due to related parties of $1,679,213 as of June 30, 2023, compared to $893,814 as of December 31, 2022 [82]. - The company issued unsecured promissory notes totaling $2,183,642 as of June 30, 2023, to extend the time available to complete a business combination [86]. - The fair value of the company's financial instruments approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet as of June 30, 2023 [63]. - As of June 30, 2023, the fair value of U.S. Treasury Securities held in the Trust Account was $26,265,732, down from $48,982,188 as of December 31, 2022, indicating a decrease of approximately 46.6% [101][103]. - The aggregate value of Private Warrants as of June 30, 2023, was $17,477, a decrease of approximately 42.5% from $30,000 as of December 31, 2022 [106][107]. Tax and Compliance - The company recognized zero income tax provision for the periods ended June 30, 2023, and 2022, as it is considered an exempted British Virgin Islands Company [67]. - The company has not recognized any unrecognized tax benefits or accrued amounts for interest and penalties as of June 30, 2023 [66]. Business Operations - The company has made a policy election to recognize changes in redemption value in accumulated deficit immediately [58]. - The company accounts for its Public Warrants as equity and Private Warrants as liabilities, with changes in estimated fair value recognized as non-cash gains or losses [55]. - The underwriters are entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering, amounting to $1,840,000, upon the closing of the Business Combination [112]. - The Company established the initial fair value for the private warrants at $1,258,560 on April 9, 2021, using a Black-Scholes model [104]. - The Company has invested the net proceeds from the Initial Public Offering in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less, minimizing exposure to interest rate risk [143]. Risk Factors - The risk-free interest rate rose significantly from 1.18% as of December 31, 2022, to 4.12% as of June 30, 2023 [106]. - Management is evaluating the impact of the COVID-19 pandemic, which could negatively affect the Company's future financial position and operations [110]. - The fair value measurement for Private Warrants is categorized as Level 3, requiring significant judgment due to the lack of observable market inputs [109].

Financial Performance - As of March 31, 2023, the company reported a net loss of $315,433, compared to a net loss of $309,109 for the same period in 2022[73]. - The total net loss including accretion of carrying value to redemption value was $1,294,111 for the three months ended March 31, 2023, compared to $316,764 for the same period in 2022[73]. - The basic and diluted net loss per share for the three months ended March 31, 2023, was $0.07, while for the same period in 2022, it was $(0.33)[74]. Shareholder Information - As of March 31, 2023, the company had 2,335,547 ordinary shares subject to possible redemption, down from 4,600,000 as of December 31, 2022[59]. - The company issued 1,454,000 ordinary shares as of March 31, 2023, excluding 2,335,547 shares subject to possible redemption[90]. - The company has 4,600,000 public warrants outstanding as of March 31, 2023, each entitling the holder to purchase one ordinary share at an exercise price of $11.50[90]. Financial Position - The company did not have any cash equivalents as of March 31, 2023, and December 31, 2022[54]. - The company recognized zero income tax provision for the periods ended March 31, 2023, and 2022[69]. - The fair value of certain financial instruments approximates the carrying amounts represented in the balance sheet as of March 31, 2023[63]. - The company has not experienced losses on its cash account and believes it is not exposed to significant credit risk[64]. - The company has not recognized any unrecognized tax benefits or accrued amounts for interest and penalties as of March 31, 2023[68]. Business Combination and Obligations - The company is obligated to pay a monthly fee of $10,000 for administrative services starting from April 1, 2021, until the completion of the Business Combination[85]. - The company has the option to extend the time to consummate a Business Combination up to 30 months, with specific conditions for extensions[86]. - The company issued unsecured promissory notes totaling $2,066,865 as of March 31, 2023, to extend the time available for completing a Business Combination[87]. Initial Public Offering (IPO) - The company sold 4,600,000 Public Units at a price of $10.00 per unit during its Initial Public Offering, raising a total of $46 million[79]. - The company incurred an upfront underwriting discount of $920,000, which is 2% of the gross offering proceeds, with an additional deferred underwriting discount of $1,840,000, or 4% of the gross offering proceeds, payable upon completion of the Business Combination[80]. - The underwriters are entitled to a deferred fee of 4.0% of the gross proceeds of the Initial Public Offering, amounting to $1,840,000[110]. Investment and Market Conditions - The company has invested the net proceeds from its Initial Public Offering in U.S. government treasury bills, notes, or bonds with a maturity of 180 days or less[112]. - The company has no material exposure to market or interest rate risk due to the short-term nature of its investments[112]. - The risk-free interest rate increased to 3.59% as of March 31, 2023, from 1.18% on December 31, 2022[105]. - The volatility of the company's shares decreased to 0.8% as of March 31, 2023, from 1% on December 31, 2022[105]. Fair Value Measurements - As of March 31, 2023, the aggregate value of Private Warrants was $14,352, a decrease of approximately $4,352 from December 31, 2022[105]. - The fair value of Private Warrants was initially established at $1,258,560 on April 9, 2021, using a Black-Scholes model[102]. - The change in fair value of Private Warrants from December 31, 2021, to March 31, 2022, was approximately $(80,000)[106]. COVID-19 Impact - The company is currently evaluating the impact of the COVID-19 pandemic on its future financial position and operations[108].

Financial Reporting and Internal Controls - A material weakness in internal control over financial reporting was identified as of December 31, 2022, which may affect the accuracy and timeliness of financial reporting[90]. - Disclosure controls and procedures were evaluated as ineffective as of December 31, 2022, indicating potential weaknesses in financial reporting[161]. - The company identified material weaknesses in internal control over financial reporting related to the accounting for warrants, ordinary shares subject to possible redemption, and accrued expenses[166]. - The company plans to enhance its internal control over financial reporting by providing better access to accounting literature and increasing communication among personnel and third-party professionals[167]. - The Audit Committee consists of independent directors Robert Morris, Yan Xu, and Leslie Chow, who are responsible for overseeing financial reporting and compliance[181]. - Leslie Chow is designated as the "audit committee financial expert" under SEC regulations, ensuring financial literacy within the Audit Committee[184]. - The company has established a remediation plan to address identified material weaknesses, although it cannot guarantee the effectiveness of these initiatives[167]. Business Combination and Operations - The company must complete its initial business combination by April 8, 2023, or it will cease operations and redeem public shares at a price of $10.65 per share[108]. - The company may seek business combination opportunities outside of its management's area of expertise if the current business combination is not consummated[119]. - The company intends to focus on opportunities in the artificial intelligence and related technology innovations market in North America for future business combinations[275]. - The company has a 12-month period from the IPO to complete a business combination, extendable up to 30 months, with four extensions already granted[145]. - If the company fails to complete a business combination by April 8, 2023, it will redeem 100% of outstanding public shares for a pro rata portion of the Trust Account funds[145]. Financial Performance - The company had a net income of $1,084,218 for the year ended December 31, 2022, driven by a change in the fair value of the warrant liability of $1,230,000 and dividend income of $693,058[139]. - For the year ended December 31, 2021, the company reported a net loss of $1,002,595, primarily due to operating costs of $1,024,127[140]. - The company reported a net income of $1,084,218 for the year ended December 31, 2022, compared to a net loss of $1,002,595 for the year ended December 31, 2021, indicating a significant turnaround[263]. - Basic and diluted net income per share for the year ended December 31, 2022, was $0.29, compared to a loss of $(1.27) per share for the year ended December 31, 2021, indicating improved profitability on a per-share basis[264]. Shareholder and Equity Information - Initial shareholders own approximately 38.4% of the ordinary shares and have agreed to vote in favor of the initial business combination, increasing the likelihood of receiving requisite shareholder approval[99]. - The company may issue a substantial number of shares in the future, which could adversely affect the market price of its ordinary shares[97]. - If a significant number of ordinary shares are redeemed, trading liquidity may decrease, potentially limiting investors' ability to sell their shares[95]. - The company will only enter into business combinations approved by a majority of independent directors, ensuring compliance with Nasdaq listing rules[180]. - All existing shareholders, including officers and directors, have agreed to vote their shares in favor of any proposed business combination[199]. Trust Account and Liquidation - The trust account funds may be subject to third-party claims, potentially reducing the per-share liquidation price for shareholders below $10.65[110]. - If the company is deemed insolvent, the trust account proceeds could be included in the insolvent estate, affecting the return to public shareholders[112]. - The total amount placed in the Trust Account after the IPO was $46,920,000, which will be invested in U.S. government securities[279]. - Shareholders will have the opportunity to redeem their Public Shares for a pro rata portion of the Trust Account, initially set at $10.20 per Public Share[285]. IPO and Financing - The company raised gross proceeds of $46,000,000 from its IPO by selling 4,000,000 units at an offering price of $10.00 per unit, with an additional 600,000 units sold due to underwriter's full exercise of the option[133]. - A total of $46,920,000 from the IPO and private placement was placed in a trust account for the benefit of the company's public shareholders[133]. - The company incurred $1,125,000 in IPO-related costs, including $920,000 in underwriting fees and $205,000 in other costs[142]. - The company intends to use substantially all net proceeds from the IPO to acquire target businesses and cover related expenses, with remaining funds allocated for working capital, marketing, and R&D[143]. Risks and Concerns - The company may face significant adverse consequences if its securities are delisted from the Nasdaq Capital Market, including reduced liquidity and a potential classification as a "penny stock"[113]. - The COVID-19 outbreak may materially adversely affect the business combination or post-combination company, depending on future developments[117]. - The financial statements indicate a significant working capital deficiency and substantial doubt about the company's ability to continue as a going concern[246]. - The company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain operations[246]. Shareholder Agreements and Compensation - No executive officer has received any cash compensation for services rendered, and no compensation will be paid prior to the consummation of a business combination[205]. - All ongoing and future transactions with officers and directors will require prior approval by the audit committee and a majority of independent directors[200]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[202]. - The company has agreed not to consummate business combinations with entities affiliated with initial shareholders without an independent fairness opinion[228].

Part I [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements of ACE Global Business Acquisition Limited, a blank check company, for the periods ended September 30, 2022, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows [Unaudited Condensed Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) As of September 30, 2022, total assets were **$48.76 million**, with liabilities increasing to **$4.07 million** and a shareholders' deficit of **$3.89 million**, largely due to redeemable shares Condensed Balance Sheet Data (as of Sep 30, 2022 vs. Dec 31, 2021) | Financial Metric | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and investments held in trust account | $48,573,730 | $46,922,930 | | Total Assets | $48,756,150 | $47,107,422 | | **Liabilities & Equity** | | | | Total Liabilities | $4,074,603 | $3,284,383 | | Ordinary shares subject to possible redemption | $48,573,730 | $46,920,000 | | Total shareholders' deficit | $(3,892,183) | $(3,096,961) | - Liabilities increased primarily due to a **$1,366,200** note payable to a related party, which was not present at the end of 2021[12](index=12&type=chunk) - Warrant liabilities decreased significantly from **$1,240,000** to **$30,000**, reflecting a change in fair value[12](index=12&type=chunk) [Unaudited Condensed Statements of Operations](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) Net income for the three and nine months ended September 30, 2022, was **$1.33 million** and **$858,508** respectively, primarily driven by non-cash gains from warrant liability fair value changes Statement of Operations Highlights | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Change in fair value of warrant liabilities | $1,310,000 | $50,000 | $1,210,000 | $58,560 | | Total other income, net | $1,526,006 | $50,616 | $1,494,609 | $60,535 | | **Net Income (Loss)** | **$1,332,044** | **$(324,393)** | **$858,508** | **$(660,931)** | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Shareholders' deficit increased from **$3.10 million** to **$3.89 million** by September 30, 2022, due to net income offset by accretion of redeemable ordinary shares Changes in Shareholders' Deficit (Jan 1, 2022 to Sep 30, 2022) | Item | Amount | | :--- | :--- | | Balance as of January 1, 2022 | $(3,096,961) | | Net income (for nine months) | $858,508 | | Accretion of carrying value to redemption value | $(1,653,730) | | **Balance as of September 30, 2022** | **$(3,892,183)** | [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$643,240** for the nine months ended September 30, 2022, offset by **$643,738** from financing activities, resulting in a minimal net change in cash Cash Flow Summary (Nine Months Ended Sep 30, 2022) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(643,240) | | Net cash used in investing activities | $0 | | Net cash provided by financing activities | $643,738 | | **Net Change in Cash** | **$498** | - The company's operations are funded by advances from a related party, which provided **$643,738** during the first nine months of 2022[21](index=21&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes detail the company's SPAC nature, IPO, business combination deadline extension, termination of a prior merger, accounting policies for warrants and redeemable shares, related-party transactions, and going concern uncertainties - The company is a blank check company formed to effect a business combination, focusing on the gaming and e-commerce sectors in Greater China, Japan, and Southeast Asia[24](index=24&type=chunk) - The company extended its deadline to complete a business combination to January 8, 2023, by securing three extension loans of **$455,400** each from its sponsor[36](index=36&type=chunk)[91](index=91&type=chunk) - A previously announced Share Exchange Agreement with DDC Enterprise Limited was mutually terminated on July 11, 2022[37](index=37&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern if a business combination is not consummated, as it may be unable to obtain additional financing[40](index=40&type=chunk) - Private Warrants are classified as Level 3 liabilities and measured at fair value using a Black-Scholes model, with their value decreasing from **$1.24 million** to **$30,000** during the first nine months of 2022[103](index=103&type=chunk)[107](index=107&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company with no revenue, net income driven by non-operating items, limited liquidity, and substantial doubt about its ability to continue as a going concern - The company is a blank check company with no operations or revenue, focused on identifying a target business in the gaming and e-commerce sectors in Asia[117](index=117&type=chunk) Net Income (Loss) Summary | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | Q3 2022 | $1,332,044 | Change in fair value of warrant liabilities | | Q3 2021 | $(324,393) | General & administrative expenses | | Nine Months 2022 | $858,508 | Change in fair value of warrant liabilities | | Nine Months 2021 | $(660,931) | General & administrative expenses | - As of September 30, 2022, the company had a working capital deficit of **$2,022,183** and cash of **$122,506**, relying on sponsor advances for liquidity[127](index=127&type=chunk) - The company may need additional capital from its management team, but they are under no obligation to provide it. These conditions raise substantial doubt about the company's ability to continue as a going concern[131](index=131&type=chunk)[132](index=132&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company reports minimal exposure to market and interest rate risk due to its trust account investments in short-term U.S. government securities - The company has minimal exposure to market and interest rate risk because its trust account proceeds are invested in short-term U.S. government securities[144](index=144&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective as of September 30, 2022, due to material weaknesses in warrant and redeemable share accounting, with a remediation plan underway - Management concluded that disclosure controls and procedures were not effective as of September 30, 2022[145](index=145&type=chunk) - A material weakness was identified related to the accounting for warrants, which were initially misclassified. The public warrants should be classified as equity[148](index=148&type=chunk)[150](index=150&type=chunk) - A second material weakness was identified in the classification of ordinary shares subject to redemption, which should have all been classified as temporary equity outside of the permanent equity section[149](index=149&type=chunk)[150](index=150&type=chunk) - A remediation plan is underway to enhance the system for evaluating and implementing complex accounting standards[151](index=151&type=chunk) Part II [Legal Proceedings and Risk Factors](index=31&type=section&id=Item%201A%20Legal%20Proceedings) The company is not involved in legal proceedings, but a new risk factor emerged regarding warrant accounting classification as liabilities, potentially impacting valuation expenses and business combination efforts - The company is not currently party to any legal proceedings[154](index=154&type=chunk) - A new risk factor has emerged concerning the accounting treatment of warrants. An SEC staff statement from April 2021 suggests that SPAC warrants may need to be classified as liabilities, not equity[156](index=156&type=chunk)[157](index=157&type=chunk) - If warrants are classified as a liability, the company would incur significant ongoing valuation expenses and it could make completing a business combination more difficult[157](index=157&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the private placement of **304,000** unregistered units to the sponsor for **$3.04 million**, with proceeds from both IPO and private placement deposited into a trust account - Simultaneously with the IPO, the company sold **304,000** Private Units at **$10.00** per unit to its sponsor in a private placement, raising **$3.04 million**[159](index=159&type=chunk) - The IPO and private placement resulted in gross proceeds of **$46,000,000** and **$3,040,000**, respectively. A total of **$46,920,000** of the net proceeds was deposited into the trust account[158](index=158&type=chunk)[161](index=161&type=chunk) [Other Required Disclosures](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults on senior securities, no mine safety disclosures, and provides a list of exhibits filed with the report - The company reports no defaults upon senior securities[162](index=162&type=chunk) - Mine Safety Disclosures are not applicable[162](index=162&type=chunk) - A list of exhibits filed with the report is provided, including officer certifications and XBRL data files[163](index=163&type=chunk)[164](index=164&type=chunk) Signatures