Amendment to the investment management trust agreement, dated as of January 5, 2023, with Continental Stock Transfer & Trust Company

Exhibit 10.2

AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of January 5, 2023 to the Investment Management Trust Agreement (as defined below) is made by and between Ace Global Business Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of April 5, 2021 (as amended, the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at an Annual Meeting of shareholders of the Company held on January 5, 2023, the Company shareholders approved (i) a proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to provide that the date by which the Company shall be required to effect a Business Combination to be extended for a total of five (5) times, as follows: (x) two (2) times for an additional three (3) months each time from January 8, 2023 to July 8, 2023, followed by (y) three (3) times for an additional one (1) month each time from July 8, 2023 to October 8, 2023 and (ii) a proposal to extend the date on which to commence liquidating the Trust Account in the event the Company has not consummated a business combination; and

WHEREAS, on the date hereof, the Company is filing the Charter Amendment with the Registrar of Corporate Affairs in the British Virgin Islands.

NOW THEREFORE, IT IS AGREED:

1. Preamble. The third WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

“WHEREAS, if a Business Combination is not consummated by January 8, 2023, 21 months following the closing of the IPO, the Company’s insiders may extend such period by (i) two (2) three-month periods, up to a maximum of 27 months in the aggregate following the closing of the IPO, by depositing $0.15 per share issued at the IPO that have not been redeemed into the Trust Account (as defined below) for each three-month extension from January 8, 2023 to July 8, 2023, followed by (ii) three (3) one-month extension each time from July 8, 2023 to October 8, 2023, by depositing into the trust account $0.05 per share issued at the IPO that have not been redeemed into the Trust Account (each such deadline, an “Applicable Deadline,” each such extension, an “Extension”); and

2. Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated to read in full as follows:

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 21-month anniversary of the closing of the IPO or, in the event that the Company extended the time to complete the Business Combination for up to 30-month from the closing of the IPO but has not completed the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.

3. Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows:

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

1 State Street, 30^th Floor

New York, NY 10004-1561

Attn: Francis Wolf and Celeste Gonzalez

Re:        Trust Account — Extension Letter

Ladies and Gentlemen:

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Ace Global Business Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of April 5, 2021 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months/one (1) month, from ______________ to ______________ (the “Extension”).

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[●] (for each three-month extension)/$[●] (for each one-month extension) [or $[●] for each public ordinary share that has not redeemed into the trust account for each three (3) month extension and $[●] for each public ordinary share that has not redeemed into the trust account for each one (1) month extension] which will be wired to you, into the Trust Account investments upon receipt.

This is the ____ of up to eight Extension Letters.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

ACE GLOBAL BUSINESS ACQUISITION LIMITED

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