12/01/2021 | Press release | Distributed by Public on 12/01/2021 07:31
| | |
Page
|
| |||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
| | | | 1 | | |
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL GENERAL MEETING
|
| | | | 3 | | |
THE ANNUAL GENERAL MEETING
|
| | | | 12 | | |
BOARD OF DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
| | | | 16 | | |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
|
| | | | 24 | | |
PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM |
| | | | 25 | | |
PROPOSAL NO. 3 AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION
|
| | | | 27 | | |
PROPOSAL NO. 4 AMENDMENT OF THE INVESTMENT MANAGEMENT TRUST AGREEMENT
|
| | | | 37 | | |
PROPOSAL NO. 5 THE ADJOURNMENT PROPOSAL
|
| | | | 39 | | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
| | | | 40 | | |
RELATED PARTY TRANSACTIONS
|
| | | | 42 | | |
OTHER MATTERS
|
| | | | 47 | | |
ANNEX A FORM OF SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF ACE CONVERGENCE ACQUISITION CORP.
|
| | | | A-1 | | |
ANNEX B FORM OF AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT
|
| | | | B-1 | | |
Name
|
| |
Age
|
| |
Position
|
| |
Director
Since |
| |
Current
Term Expiring |
| |
Expiration
of Term for which Nominated |
| ||||||||||||
Directors/Nominees | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Behrooz Abdi
|
| | | | 59 | | | |
Chief Executive Officer and
Chairman of the Board of
Directors |
| | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
Denis Tse
|
| | | | 45 | | | | Secretary and Director | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
Minyoung Park
|
| | | | 31 | | | | Chief Financial Officer | | | | | - | | | | | | - | | | | | | - | | |
Kenneth Klein(2)(3)
|
| | | | 62 | | | | Director | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
Omid Tahernia(1)(3)
|
| | | | 61 | | | | Director | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
Ryan Benton(1)(2)
|
| | | | 51 | | | | Director | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
Raquel Chmielewski(1)(3)
|
| | | | 42 | | | | Director | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | |
| | |
For the Period ended
December 31, 2020 |
| |
For the Period ended
December 31, 2019 |
| ||||||
Audit fees(1)
|
| | | $ | 81,370 | | | | | $ | - | | |
Audit-related fees(2)
|
| | | $ | - | | | | | $ | - | | |
Tax fees(3)
|
| | | $ | - | | | | | $ | - | | |
All other fees(4)
|
| | | $ | 181,718 | | | | | $ | - | | |
Total fees
|
| | | $ | 263,088 | | | | | $ | - | | |
Name and Address of Beneficial Owner(1)
|
| |
Number of
Ordinary Shares(2) |
| |
% of Class A
Ordinary Shares |
| |
% of Class B
Ordinary Shares |
| |
% of Ordinary
Shares(3) |
| ||||||||||||
5% Holders of the Company | | | | | | | | | | | | | | | | | | | | | | | | | |
ACE Convergence Acquisition LLC(3)
|
| | | | 3,916,500 | | | | | | - | | | | | | 68.11% | | | | | | 13.62% | | |
Sunny Siu(4)
|
| | | | 1,678,500 | | | | | | - | | | | | | 29.19% | | | | | | 5.84% | | |
Highbridge Capital Management, LLC(5)
|
| | | | 1,311,020 | | | | | | 5.70% | | | | | | - | | | | | | 4.56% | | |
Linden Advisors LP(6)
|
| | | | 1,200,000 | | | | | | 5.22% | | | | | | - | | | | | | 4.17% | | |
Weiss Asset Management LP(7)
|
| | | | 1,197,001 | | | | | | 5.20% | | | | | | - | | | | | | 4.16% | | |
Castle Creek Arbitrage, LLC(8)
|
| | | | 1,500,198 | | | | | | 6.52% | | | | | | - | | | | | | 5.22% | | |
Directors and Executive Officers of the Company | | | | | | | | | | | | | | | | | | | | | | | | | |
Behrooz Abdi(3)
|
| | | | 3,916,500 | | | | | | - | | | | | | 68.11% | | | | | | 13.62% | | |
Denis Tse
|
| | | | - | | | | | | - | | | | | | - | | | | | | - | | |
Minyoung Park
|
| | | | 10,000 | | | | | | - | | | | | | * | | | | | | * | | |
Kenneth Klein
|
| | | | 40,000 | | | | | | - | | | | | | * | | | | | | * | | |
Omid Tahernia
|
| | | | 35,000 | | | | | | - | | | | | | * | | | | | | * | | |
Ryan Benton
|
| | | | 35,000 | | | | | | - | | | | | | * | | | | | | * | | |
Raquel Chmielewski
|
| | | | 35,000 | | | | | | - | | | | | | * | | | | | | * | | |
All directors and executive officers of the Company as a group (seven individuals)
|
| | | | 4,071,500 | | | | | | - | | | | | | 70.81% | | | | | | 14.16% | | |
CLAUSE
|
| |
PAGE
|
| |||
TABLE A
|
| | | | A-1 | | |
INTERPRETATION
|
| | | | A-1 | | |
PRELIMINARY
|
| | | | A-4 | | |
SHARES
|
| | | | A-5 | | |
BUSINESS COMBINATION REQUIREMENTS
|
| | | | A-5 | | |
MODIFICATION OF RIGHTS
|
| | | | A-8 | | |
CERTIFICATES
|
| | | | A-9 | | |
FRACTIONAL SHARES
|
| | | | A-9 | | |
LIEN
|
| | | | A-9 | | |
CALLS ON SHARES
|
| | | | A-10 | | |
FORFEITURE OF SHARES
|
| | | | A-10 | | |
TRANSFER OF SHARES
|
| | | | A-11 | | |
TRANSMISSION OF SHARES
|
| | | | A-11 | | |
ALTERATION OF SHARE CAPITAL
|
| | | | A-12 | | |
REDEMPTION, PURCHASE AND SURRENDER OF SHARES
|
| | | | A-12 | | |
TREASURY SHARES
|
| | | | A-13 | | |
GENERAL MEETINGS
|
| | | | A-13 | | |
NOTICE OF GENERAL MEETINGS
|
| | | | A-14 | | |
PROCEEDINGS AT GENERAL MEETINGS
|
| | | | A-14 | | |
VOTES OF SHAREHOLDERS
|
| | | | A-15 | | |
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
|
| | | | A-16 | | |
CLEARING HOUSES
|
| | | | A-16 | | |
DIRECTORS
|
| | | | A-16 | | |
DIRECTOR'S FEES AND EXPENSES
|
| | | | A-17 | | |
ALTERNATE DIRECTOR
|
| | | | A-17 | | |
POWERS AND DUTIES OF DIRECTORS
|
| | | | A-17 | | |
BORROWING POWERS OF DIRECTORS
|
| | | | A-18 | | |
THE SEAL
|
| | | | A-19 | | |
DISQUALIFICATION OF DIRECTORS
|
| | | | A-19 | | |
PROCEEDINGS OF DIRECTORS
|
| | | | A-19 | | |
DIVIDENDS
|
| | | | A-21 | | |
ACCOUNTS, AUDIT AND ANNUAL RETURN AND DECLARATION
|
| | | | A-22 | | |
CAPITALISATION OF RESERVES
|
| | | | A-22 | | |
SHARE PREMIUM ACCOUNT
|
| | | | A-23 | | |
NOTICES
|
| | | | A-23 | | |
INDEMNITY
|
| | | | A-24 | | |
NON-RECOGNITION OF TRUSTS
|
| | | | A-25 | | |
WINDING UP
|
| | | | A-25 | | |
AMENDMENT OF ARTICLES OF ASSOCIATION
|
| | | | A-25 | | |
CLOSING OF REGISTER OR FIXING RECORD DATE
|
| | | | A-25 | | |
REGISTRATION BY WAY OF CONTINUATION
|
| | | | A-26 | | |
MERGERS AND CONSOLIDATION
|
| | | | A-26 | | |
DISCLOSURE
|
| | | | A-26 | | |
CLASS B SHARE CONVERSION
|
| | | | A-26 | | |
BUSINESS OPPORTUNITIES
|
| | | | A-27 | | |