DayDayCook (“DDC” or the “Company”), a leading content driven
direct-to-consumer brand in Hong Kong and Mainland China, announces
today that it has entered into a definitive merger agreement (the
“Merger Agreement”) with Ace Global Business Acquisition Limited
(“Ace”) (NASDAQ: ACBA, ACBAU, ACBAW), a special purpose acquisition
company, providing for a business combination that will result in
DayDayCook becoming a publicly listed company. Upon closing of the
transactions, the parties plan to remain NASDAQ-listed under a new
ticker symbol.
As part of the transaction, Ace aims to complete a private
investment in public equity (PIPE) of approximately $30-40MM, and
the combined company will have a pro forma firm value of
approximately $377-387MM at closing, assuming no shareholder
redemption. DayDayCook will receive $46.9MM in cash from Ace’s
trust account.
DayDayCook’s current management team will
continue running the combined Company after the transaction.
“Today, DDC is thrilled to announce the merger
with Ace to drive the creation of shareholder value. With the
success and experience of the Group’s entry to the RTH, RTC and
plant-based products in the market over the past two years,
management expects the Group’s revenue will increase rapidly over
the next few years, as market trend dictates that RTH and RTC
foods’ penetration will continue to deepen in the foreseeable
future. DDC expects to further develop its new RTH and RTC lines
and focus on plant-based products. The proportion of the RTC and
plant-based products are expected to increase significantly in the
future,” said Norma Chu, Founder and CEO of DDC.
“Ace Global’s goal has always been to build the
foundation of a successful public company via a merger. Throughout
this period, we have been looking for the best target company to
merge with, holding firmly to that standard with diligence and
patience. We are extremely proud and honored to become associated
with DDC, a company with an accomplished management team that will
be as good in creating sustainable shareholder value as they have
been in developing innovative future food culture that would bring
convenience to people’s lives,” said Eugene Wong, CEO of Ace. “We
are excited to be a part of this merger and we look forward to
working together to complete the transaction.”DayDayCook is a
digital publisher and merchandiser company, which is currently one
of the leading content-driven lifestyle brands for young food
lovers. The main products of DDC are ready-to-heat (RTH),
ready-to-cook (RTC) and plant-based food products, which bring
convenience and quality food choices to the people. DayDayCook
produces culinary and lifestyle content across major social media
and e-commerce platforms, promoting its products to attract and
retain customers. DDC has accumulated over 3 billion video views
and more than 10 million paid customers worldwide.
The RTC market size is expected to grow at 20%
CAGR to reach USD 150bn in 2027, driven by structural changes in
consumer behavior and preferences. DDC is well positioned to
capture this opportunity, leveraging its Omni-channel sales
strategy to span across traditional e-commerce, social-commerce,
and offline retailer networks. The company also has strategic
partnerships with key manufacturers to build a strong and nimble
supply chain.
DayDayCook has also launched plant-based products to address the
rising demand for healthier meal choices amongst consumers as well
as to promote a quality lifestyle to the company’s customer base.
Increasing contribution from plant-based products both in terms of
revenue and number of SKUs is a core strategy for DDC. This month,
DayDayCook announced a strategic investment with Proterra, further
strengthening the company’s commitment in future plant-based
business developments.
Key Transaction Terms
Under the terms of the Merger Agreement, Ace
will acquire DDC, resulting in DDC being a listed company on the
Nasdaq Capital Market. At the effective time of the transaction,
DDC’s shareholders and management will receive 30 million shares of
Ace’s common stock. In addition, DDC shareholders will be entitled
to receive earn-out consideration of up to an additional 3.6
million shares of Ace’s common stock, subject to DDC achieving
certain share price thresholds and revenue targets prior to certain
future dates, as set forth in the Merger Agreement.
The Benchmark Company, LLC and Brookline Capital
Markets, a Division of Arcadia Securities, LLC are acting as
financial advisors for this transaction. DLA Piper LLP is acting as
legal advisor to Ace Global Business Acquisition Limited. Loeb
& Loeb LLP is acting as the legal advisor to DDC.
The description of the transaction contained
herein is only a summary and is qualified in its entirety by
reference to the Merger Agreement relating to the transaction, a
copy of which will be filed by Ace with the SEC as an exhibit to a
Current Report on Form 8-K.
About DayDayCook
DayDayCook is a leading content driven
direct-to-consumer brand in China with millions of active viewers
and paid customers nationwide. DayDayCook’s vision is to inspire
Gen-Z consumers to enjoy cooking and discover a better lifestyle
through convenient and healthy product offerings. DayDayCook
creates video content with more than 1.4B views globally. Besides
fun cooking videos, DayDayCook also offers a full suite of healthy
and convenient ready-to-cook meal solutions serving millions of
customers each year in Chinese Mainland and Hong Kong.
About Ace Global Business Acquisition
Limited
Ace Global Business Acquisition Limited is a
British Virgin Islands company incorporated as a blank check
company for the purpose of entering into a merger, share exchange,
asset acquisition, share purchase, recapitalization, reorganization
or similar business combination with one or more businesses or
entities. The Company's efforts to identify a prospective target
business will not be limited to a particular industry or geographic
region, although the Company intends to focus on operating
businesses in the gaming and e-commerce sectors in the Greater
China, Japan and Southeast Asia regions.
Forward Looking Statement
This document (“Document”) is being provided to recipients
solely for information purpose and it is not intended to form the
basis of any investment decision or any decision in relation to a
transaction involving DDC Enterprise Limited (the “Company”) and/or
any of its subsidiaries and/or affiliates (collectively, the
“Group”). This Document does not constitute or contain an offer or
invitation or solicitation for the sale or purchase of securities
or any interest in the Group and neither this Document nor anything
contained herein shall form the basis of, or be relied upon in
connection with, any contract or commitment whatsoever. Neither the
information contained in this press release, nor any further
information made available by the Group or any of its directors,
officers, partners, employees, agents, representatives or advisors
will form basis of or be construed as a contract or any other legal
obligation.
Interested parties should conduct their own investigation and
analysis of the Group, financial condition and prospects, and of
the data set forth in this Document. None of the Group, or its
subsidiaries, shareholders or other affiliates, or any of their
respective directors, officers, partners, employees, agents,
representatives or advisors, make any representation or warranty,
express or implied, as to the accuracy or completeness of this
Document or the information contained in, or for any omissions
from, this Document or any other written or oral communications
transmitted to the recipient in the course of its evaluation of the
Group. In furnishing this Document, the Group does not undertake
any obligation to provide the recipient with access to any
additional information or to update this Document or to correct any
inaccuracies therein which may become apparent. This Document shall
neither be deemed an indication of the state or affairs of the
Group nor constitute an indication that there has been no change in
the state or affairs of the Group since the date thereof or since
the dates as of which information is given in the Document.
This Document may contain certain statements, estimates,
targets, forecasts and projections with respect to the Group,
including certain financial forecasts. Any such information is
subjective and would necessarily be prepared based upon certain
assumptions and analysis of information available at the relevant
time and may not prove to be correct. Accordingly, there is no
representation, warranty or assurance of any kind, express or
implied, that any such information will be correct or that any such
statements, estimates, targets, forecasts or projections will be
realized. This Document may also contain forward-looking
statements. All statements other than statements of historical fact
are statements that could be forward-looking statements. You can
identify these forward looking statements through the use of words
such as “may,” “will,” “can,” “anticipate,” “assume,” “should,”
“indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,”
“estimate,” “continue,” “plan,” “point to,” “project,” “predict,”
“could,” “intend,” “target,” “potential” and other similar words
and expressions of the future. These forward-looking statements are
subject to risks and uncertainties that may cause actual future
experience and results to differ materially from those discussed in
these forward looking statements. Important factors that might
cause such a difference include, but are not limited to, the
timing, cost and uncertainty of the Group’s business initiatives
and the Group's ability to develop and monetize its business. None
of the members of the Group undertake any obligation to release any
revisions to such forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
Important Information
Ace Global Business Acquisition Limited ("Ace"),
and their respective directors, executive officers and employees
and other persons may be deemed to be participants in the
solicitation of proxies from the holders of Ace ordinary shares in
respect of the proposed transaction described herein. Information
about Ace's directors and executive officers and their ownership of
Ace's ordinary shares is set forth in Ace's Annual Report on Form
10-K filed with the SEC, as modified or supplemented by any Form 3
or Form 4 filed with the SEC since the date of such filing. Other
information regarding the interests of the participants in the
proxy solicitation will be included in the Form S-4 pertaining to
the proposed transaction when it becomes available. These documents
can be obtained free of charge from the sources indicated
below.
In connection with the transaction described
herein, Ace will file relevant materials with the SEC including a
Registration Statement on Form S-4. Promptly after the registration
statement is declared effective, Ace will mail the proxy
statement/prospectus and a proxy card to each stockholder entitled
to vote at the special meeting relating to the transaction.
INVESTORS AND SECURITY HOLDERS OF ACE ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT
ACE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT ACE, DDC AND THE
TRANSACTION. The proxy statement/prospectus and other relevant
materials in connection with the transaction (when they become
available), and any other documents filed by Ace with the SEC, may
be obtained free of charge at the SEC's website (www.sec.gov).
CONTACT:Matt BlazeiSenior Equity Research
AnalystCORE IR516 222 2560www.coreir.com
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