ACE Convergence Acquisition Corp. Announces Response to Recent SEC Guidance Applicable to Warrants Issued by Special Purpose Acquisition Companies
ACE Convergence Acquisition Corp. (Nasdaq: ACEV) has restated its financial statements for the year ended December 31, 2020, due to new SEC guidance on accounting for warrants. The restatement reflects no cash impact on ACE's historical financials or ongoing operations. The warrants will now be treated as a liability and marked-to-market, potentially affecting noncash expenses based on stock price fluctuations. Despite this change, ACE remains on track to complete its announced business combination with Achronix Semiconductor Corporation.
- No cash impact on ACE's business or historical financial statements due to the restatement.
- ACE remains committed to completing the business combination with Achronix.
- Change in accounting may enhance clarity for investors regarding warrant valuation.
- The change in accounting treatment for warrants introduces potential noncash expenses related to stock price fluctuations.
- Possible delays in business combination due to the need for regulatory approvals and shareholder agreements.
ACE Convergence Acquisition Corp. (Nasdaq: ACEV) (“ACE” or the “Company”) is announcing that as a result of recent guidance issued by the Securities and Exchange Commission (the “SEC”) regarding the accounting and reporting of warrants issued by special purpose acquisition companies (the “SEC Statement”), it has restated its previously issued financial statements included in the Form 10-K for the year ended December 31, 2020 (the “Restatement”) to change the accounting treatment of its public and private placement warrants (collectively, the “Warrants”).
As the restated financials reflect, there is no cash impact to ACE’s business or historical financial statements in the affected period due to this restatement. The change in the accounting treatment of the Warrants has no effect on ACE’s ongoing operations or its plans to complete the business combination that it announced on January 7, 2021 with Achronix Semiconductor Corporation (the “Business Combination”).
Consistent with historical market practice for special purpose acquisition companies, the Company had been accounting for the Warrants as shareholders’ equity. As you are aware, ACE’s warrant terms were fully disclosed in its initial public offering prospectus. With the recent SEC Statement, however, the Company has restated its financial statements such that the Warrants are accounted for as a warrant liability and marked-to-market each reporting period. In general, under mark-to-market accounting, as the stock price increases, the fair value of the warrant liability recorded on the Company’s balance sheet increases, and the Company recognizes additional noncash expense in the Statement of Operations for the change in fair value of warrant liability, with the opposite effect when the stock price declines.
The change in the accounting treatment for the Warrants caused the Company to record a warrant liability on the restated Balance Sheet at December 31, 2020 and recognize a noncash expense for the change in fair value of warrant liability in the restated Statement of Operations for the Year Ended December 31, 2020. There was no change to the Company’s previously reported Net Change in Cash in the Statement of Cash Flows for the Year Ended December 31, 2020.
The Company filed a Form 8-K for the Restatement with the SEC on May 5, 2021 and filed its Form 10-K/A for the Restatement with the SEC shortly thereafter. The Company expects to file an amended Form S-4 for the Business Combination on or around May 6, 2021. The Company and Achronix Semiconductor Corporation remain committed to working to close the Business Combination as soon as practicable.
About Achronix Semiconductor Corporation
Achronix Semiconductor Corporation (“Achronix”) is a fabless semiconductor corporation based in Santa Clara, California, offering high-end FPGA-based data acceleration solutions, designed to address high-performance, compute-intensive and real-time processing applications. Achronix is the only supplier to have both high-performance and high-density standalone FPGAs and licensed eFPGA solutions. Achronix FPGA and eFPGA IP offerings are further enhanced by ready-to-use accelerator cards targeting AI, machine learning, networking and data center applications. All Achronix products are fully supported by a complete and optimized range of Achronix software tools called ACE, which enables customers to quickly develop their own custom applications. Achronix has a global footprint, with sales and design teams across the U.S., Europe and Asia. For more information, please visit www.achronix.com.
About ACE Convergence Acquisition Corp.
ACE Convergence Acquisition Corp. is a
About ACE Equity Partners
ACE Equity Partners is an Asian-nexus mid-market cross-border private equity firm with a single-minded focus on the convergence of digital and industrial technologies. For more information, please visit: http://acelp.co.kr.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “intend,” “expect,” “estimate,” “project,” “potential,” “future,” “may,” “will,” “would,” “will be,” 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, ACE’s ability to consummate the proposed transaction, the benefits of the proposed transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenue growth, prospects and pipeline expectations, estimated market growth, estimated backlog, plans and objectives of management are forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to: the risk that the proposed 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 proposed 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 proposed transaction, including the adoption of the Agreement and Plan of Merger (the “Merger Agreement”) between ACE, ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of ACE, and Achronix, by the shareholders of ACE or the stockholders of Achronix 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 concurrent PIPE financing; 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 with ACE 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; risks related to new accounting pronouncements or changes in accounting guidance; changes in domestic and foreign business, market, financial, political, and legal conditions 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
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