Achronix Semiconductor Corp. entered into non-binding letter of intent to acquire ACE Convergence Acquisition Corp. (NasdaqCM:ACEV) for $2 billion in a reverse merger transaction on November 5, 2020. Achronix Semiconductor Corp. entered into agreement and plan of merger to acquire ACE Convergence Acquisition Corp. (NasdaqCM:ACEV) in a reverse merger transaction on January 7, 2021. As a result, Achronix’s shareholders will own 80% of the combined company, 11% will be owned by ACE public shareholders, 7% by PIPE investors and rest 2% by ACE sponsor. In a related transaction, ACE also announced that it entered into subscription agreements pursuant to, and on the terms and subject to the conditions of which, the PIPE Investors have collectively subscribed for 15 million shares of ACE Common Stock for an aggregate purchase price equal to $150 million. Upon closing, the combined company will receive up to $330 million in cash, comprised of $150 million in gross proceeds from concurrent PIPE financing and up to $230 million in cash held in trust by ACE, assuming no redemptions by ACE shareholders, less $50 million paid to Achronix’s existing shareholders. In addition, ACE and Achronix entered into Lock-Up Agreement and Support agreement. Upon closing of the transaction, the combined operating entity will be named Achronix Semiconductor Corporation and will be listed under the ticker symbol ACHX. Upon the closing of the transaction, the combined company will be led by the Achronix management team including Chief Executive Offer, Robert Blake and Chief Financial Officer, Mark Voll. Behrooz Abdi and Sunny Siu of ACE will be retained as board members and/or senior advisors. Matthew Stocker, Alex Davies of Conyers Dill & Pearman (Cayman) Limited advised Achronix Semiconductor Corp. The transaction is subject to the approval by ACE’s shareholders, Achronix's shareholders, registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission, the receipt of certain regulatory approvals, approval by The Nasdaq Stock Market LLC to list the securities of the combined company, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, ACE have at least $5,000,001 of net tangible assets upon Closing. Transaction also has a $200 million minimum cash condition inclusive of PIPE proceeds. The boards of directors for both Achronix and ACE have unanimously approved the proposed business combination. The transaction is expected to be completed by the end of the first half of 2021. J.P. Morgan Securities LLC acted as financial advisor and Miguel J. Vega and Matthew Hemington of Cooley LLP acted as legal advisors to Achronix. Jefferies LLC and Northland Securities, Inc. acted as financial advisors and Michael Mies of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to ACE. Jason Allison of Walkers acted as legal advisor to ACE. Morrow Sodali LLC acted as information agent for ACE and will receive a fee of $25,000 for its services. WithumSmith+Brown, PC acted as accountant for ACE. PricewaterhouseCoopers LLP acted as accountant for Achronix. Continental Stock Transfer & Trust Company acted as transfer agent to ACE Convergence Acquisition Corp. Matthew Stocker and Alex Davies of Conyers Dill & Pearman (Cayman) Limited acted as legal advisor to Achronix Semiconductor Corp. Achronix Semiconductor Corp. cancelled the acquisition of ACE Convergence Acquisition Corp. (NasdaqCM:ACEV) in a reverse merger transaction on July 11, 2021. The transaction was cancelled because the parties would not be able to complete the transaction by the July 15, 2021 deadline or some reasonable time thereafter. Neither party will be required to pay the other a termination fee.