Item 7.01 Regulation FD Disclosure.
On
January 7, 2021, ACE and Achronix issued a joint press release (the “Press Release”)
announcing the execution of the Merger Agreement. The Press Release is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
Attached
as Exhibit 99.2 and incorporated herein by reference is the investor presentation dated January 7, 2021, for use by ACE in meetings
with certain of its stockholders as well as other persons with respect to ACE’s proposed transaction with Achronix, as described
in this Current Report on Form 8-K.
Attached
as Exhibit 99.3 and incorporated herein by reference is the transcript from a call on January 7, 2021, between ACE and certain
of its stockholders to discuss the business combination.
The
information in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 is furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by
reference into the filings of ACE under the Securities Act or the Exchange Act, regardless of any general incorporation language
in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information of the
information contained in this Item 7.01, including Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3.
Forward-Looking Statements Legend
This Current Report
on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
transaction between Achronix and ACE. These forward-looking statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”
“future,” “opportunity,” “plan,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. All statements, other than statements of present or historical
fact included in this press release, regarding ACE’s proposed acquisition of Achronix and ACE’s ability to consummate
the proposed transaction, among others, are forward-looking statements. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document, including but not limited to: the risk that the transaction may
not be completed in a timely manner or at all, which may adversely affect the price of ACE’s securities, the risk that the
transaction may not be completed by ACE’s business combination deadline and the potential failure to obtain an extension
of the business combination deadline if sought by ACE, the failure to satisfy the conditions to the consummation of the transaction,
including the adoption of the Merger Agreement by the shareholders of ACE, the satisfaction of the minimum Trust Account amount
following redemptions by ACE’s public shareholders and the receipt of certain governmental and regulatory approvals, the
lack of a third party valuation in determining whether or not to pursue the proposed transaction, the inability to complete the
PIPE Investment, the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger
Agreement, the effect of the announcement or pendency of the transaction on Achronix’s business relationships, operating
results, and business generally, risks that the proposed transaction disrupts current plans and operations of Achronix, the outcome
of any legal proceedings that may be instituted against Achronix or against ACE related to the Merger Agreement or the proposed
transaction, the ability to maintain the listing of ACE’s securities on a national securities exchange, changes in the competitive
and regulated industries in which Achronix operates, variations in operating performance across competitors, changes in laws and
regulations affecting Achronix’s business and changes in the combined capital structure, the ability to implement business
plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional
opportunities, failure to realize the anticipated benefits of the proposed transaction, risks relating to the uncertainty of the
projected financial information with respect to Achronix, risks related to the rollout of Achronix’s business and the timing
of expected business milestones, the effects of competition on Achronix’s business, the effects of the cyclical nature of
the semiconductor industry on Achronix’s business, risks related to Achronix’s customer concentration, the risks to
Achronix’s business if internal processes and information technology systems are not properly maintained, risks associated
with Achronix’s operational dependence on independent contractors and third parties, risks associated with Achronix’s
reliance on certain suppliers for, among other things, silicon wafers, risks and uncertainties related to Achronix’s international
operations, including possible restrictions on cross-border investments which could harm Achronix’s financial position, and
risks associated with Achronix’s ability to develop new products and adapt to new markets. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of ACE’s registration on Form S-1, as amended (File No. 333-239716), the registration statement on
Form S-4 discussed above and other documents filed by ACE from time to time with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements. There may be additional risks that neither ACE nor Achronix presently know, or that ACE or Achronix currently believe
are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. ACE and
Achronix anticipate that subsequent events and developments will cause ACE’s and Achronix’s assessments to change.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements as predictions of future events, and Achronix and ACE assume no obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable
law. Neither Achronix nor ACE gives any assurance that either Achronix or ACE, or the combined company, will achieve its expectations.
Additional Information and Where to
Find It
This
Current Report on Form 8-K relates to a proposed transaction between Achronix and ACE. This Current Report on Form 8-K does not
constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. ACE intends to file a registration statement on Form S-4 with the U.S. Securities
and Exchange Commission (the “SEC”), which will include a document
that serves as a prospectus and proxy statement of ACE, referred to as a proxy statement/prospectus. A proxy statement/prospectus
will be sent to all ACE shareholders. ACE also will file other documents regarding the proposed transaction with the SEC. Before
making any voting decision, investors and security holders of ACE are urged to read the registration statement, the proxy statement/prospectus
and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they
become available because they will contain important information about the proposed transaction.
Investors
and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC by ACE through the website maintained by the SEC at www.sec.gov.
The
documents filed by ACE with the SEC also may be obtained free of charge at ACE’s website at http://acev.io or upon written
request to 1013 Centre Road, Suite 403S, Wilmington, DE 19805.
Participants in Solicitation
ACE
and its directors and executive officers may be deemed to be participants in the solicitation of proxies from ACE’s shareholders
in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding
their interests in the business combination will be contained in the proxy statement/prospectus when available. You may obtain
free copies of these documents as described in the preceding paragraph.
Non-Solicitation
This
Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the
securities of ACE, the combined company or Achronix, nor shall there be any sale of any such securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws
of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of
the Securities Act.