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ACE Convergence Acquisition Corp. Form S-4/A Filed 2021-03-19

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ACE Convergence Acquisition Corp. Form S-4/A Filed 2021-03-19 SECURITIES AND EXCHANGE COMMISSION FORM S-4/A Registration of securities issued in business combination transactions [amend] Filing Date: 2021-03-19 SEC Accession No. 0001104659-21-038627 (HTML Version on secdatabase.com) FILER ACE Convergence Acquisition Corp. Mailing Address Business Address 1013 CENTRE ROAD, SUITE 1013 CENTRE ROAD, SUITE CIK:1813658| IRS No.: 000000000 | State of Incorp.:E9 | Fiscal Year End: 1231 403S 403S Type: S-4/A | Act: 33 | File No.: 333-252928 | Film No.: 21756422 WILMINGTON DE 19805 WILMINGTON DE 19805 SIC: 3674 Semiconductors & related devices (302) 633-2102 Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS As filed with the Securities and Exchange Commission on March 19, 2021 Registration No. 333-252928 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACE Convergence Acquisition Corp.* (Exact Name of Registrant as Specified in Its Charter) Cayman Islands* 6770 N/A (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 1013 Centre Road, Suite 403S Wilmington, DE 19805 Telephone: (302) 633-2102 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) Behrooz Abdi Chief Executive Officer c/o ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805 Telephone: (302) 633-2102 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Matthew B. Hemington, Esq. Gregg A. Noel, Esq. John T. McKenna, Esq. Michael J. Mies, Esq. Miguel J. Vega, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Cooley LLP 525 University Avenue, Suite 1400 3175 Hanover Street Palo Alto, California 94301 Palo Alto, California 94304 (650) 470-4500 (415) 693-2000 Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective and all other conditions to the Business Combination described in the enclosed proxy statement/prospectus have been satisfied or waived. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐ If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐ Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS CALCULATION OF REGISTRATION FEE Proposed maximum Proposed maximum Title of each class of Amount to be Amount of offering price aggregate offering securities to be registered registered(1) registration fee per unit price Common stock(2)(3) 28,750,000 $10.98(4) $315,675,000(4) $ 34,440.14 Redeemable Warrants(2)(5) 11,500,000 $ 2.62(6) $ 30,072,500(6) $ 3,280.91 Common stock(2)(7) 169,355,573 N/A(8) $ 56,452 $ 6.16 Total $345,803,952 $37,727.21(9) (1) Immediately prior to the consummation of the Merger described in the proxy statement/prospectus forming part of this registration statement (this “proxy statement/prospectus”), ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“ACE”), intends to effect a deregistration under the Cayman Islands Companies Act (as amended) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which ACE’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by ACE (after the Domestication), the continuing entity following the Domestication, which will be renamed “Achronix Semiconductor Corporation” (“New Achronix”), as further described in the proxy statement/ prospectus. As used herein, “New Achronix” refers to ACE after the Domestication, including after such change of name. (2) Pursuant to Rule 416(a) under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (3) The number of shares of common stock of New Achronix being registered represents (i) the number of Class A ordinary shares of ACE (including the Class A ordinary shares of ACE that were included in the units issued in ACE’s initial public offering) that were registered pursuant to the Registration Statement on Form S-1 (333-239716) (the “IPO Registration Statement”) and offered by ACE in its initial public offering (the “ACE public shares”) and (ii) the number of Class B ordinary shares of ACE that were issued in a private placement prior to its initial public offering to ACE Convergence Acquisition LLC (the “Sponsor”) and the directors and officers of ACE (the “ACE founder shares”). The ACE public shares and ACE founder shares automatically will be converted by operation of law into shares of common stock of New Achronix in the Domestication on a one-for-one basis (“New Achronix public shares”). (4) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares of ACE (the company to which New Achronix will succeed following the Domestication) on Nasdaq on February 5, 2021 ($10.98 per Class A ordinary share) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. (5) The number of redeemable warrants to acquire shares of common stock of New Achronix being registered represents the number of redeemable warrants to acquire Class A ordinary shares of ACE that were registered pursuant to the IPO Registration Statement and offered by ACE in its initial public offering (the “ACE public warrants”). The ACE public warrants automatically will be converted by operation of law into redeemable warrants to acquire shares of common stock of New Achronix in the Domestication (“New Achronix public warrants”). (6) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the warrants of ACE (the company to which New Achronix will succeed following the Domestication) on Nasdaq on February 5, 2021 ($2.615 per warrant) (such date being within five business days of the date that this registration statement was first filed with the SEC). This calculation is in accordance with Rule 457(f)(1) of the Securities Act. (7) The number of shares of common stock of New Achronix being registered represents the sum of (a) 150,680,643 shares of New Achronix common stock expected to be issued in connection with the Merger described herein and (b) 18,674,930 shares of New Achronix common stock expected to be reserved in connection with the Merger described herein, for potential future issuance upon the exercise of the New Achronix stock options or settlement of New Achronix restricted stock units which were granted upon conversion of Achronix stock options and Achronix restricted stock units, in each case outstanding as of February 28, 2021. (8) Estimated solely for purpose of calculating the registration fee. Achronix is a private company, no market exists for its securities, and it has an accumulated deficit as of December 31, 2020, the date of the latest consolidated balance sheet for Achronix in the proxy statement/prospectus included in this registration statement. Therefore, the proposed maximum aggregate offering price for these securities is one-third of the aggregate par value of the Achronix securities expected to be exchanged in the Merger, including Achronix securities issuable upon the exercise of options or settlement of restricted stock units. This calculation is in accordance with Rule 457(f)(2) of the Securities Act. (9) Previously paid by the Registrant in connection with the first pricing of this registration statement. * Prior to the consummation of the Merger described herein, the Registrant intends to effect a deregistration under Article 206 of the Cayman Islands Companies Act (as amended) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by ACE Convergence Acquisition Corp.
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