C02524-2021

SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Apr 19, 2021
2. SEC Identification Number
39274
3. BIR Tax Identification No.
000-506-020-000
4. Exact name of issuer as specified in its charter
AC Energy Corporation
5. Province, country or other jurisdiction of incorporation
Makati City, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
4th Floor, 6750 Office Tower, Ayala Avenue, Makati City Postal Code 1226
8. Issuer's telephone number, including area code
(02) 7730 6300
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares 19,960,037,644
11. Indicate the item numbers reported herein
Item 9 - Other Matters

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

AC Energy CorporationACEN

PSE Disclosure Form 16-1- Update on Corporate Actions/
Material Transactions/Agreements References: SRC Rule 17 (SEC Form 17-C) and
Section 16 of the Revised Disclosure Rules

Subject of the Disclosure

Property-for-Share Swap between AC Energy Corporation and AC Energy and Infrastructure Corporation (formerly AC Energy, Inc., “ACEIC”)

Background/Description of the Disclosure

During the Company’s Annual Stockholders’ Meeting held (“ASM”) today, 19 April 2021, stockholders holding at least majority of the Company’s outstanding capital stock approved, among others, the following:

1. The subscription by ACEIC to, and the issuance to ACEIC of, 16,685,800,533 shares (the “Shares”), out of the increase in capital stock of the Company, at a subscription price of Php 5.15 per share, or an aggregate subscription price of Php 85,931,872,744.95 in exchange for ACEIC’s 1,650,166,347 common shares and 15,035,347,600 redeemable preferred shares in AC Energy International, Inc.;

2. The registration under the Securities Regulation Code with the Securities and Exchange Commission and listing with the Philippine Stock Exchange (“PSE”) of the Shares; and

3. The waiver of the requirement of Article V, Part A, Section 1 of the PSE’s Consolidated Listing and Disclosure Rules for the Corporation to conduct a rights or public offering in relation to the issuance of the Shares to ACEIC in exchange for ACEIC’s 1,650,166,347 common shares and 15,035,347,600 redeemable preferred shares in AC Energy International, Inc. (the “Waiver”).

In addition, at least majority of the minority stockholders present or represented in the ASM approved the Waiver.

The Shares will be issued out of the increase in the Company's authorized capital stock to Php48.4 billion, which increase was previously approved by the Board of Directors on 18 March 2020, approved by the stockholders holding at least 2/3 of the outstanding capital stock during the ASM held on 20 April 2020, reconfirmed by the Board of Directors on 18 March 2021, and approved by the stockholders holding at least 2/3 of the outstanding capital stock during the ASM held today, 19 April 2021.

Other Relevant Information

This disclosure is related to disclosure report numbers C02100-2020 dated 19 March 2020, C02462-2020 dated 1 April 2020, C02512-2020 to C02515-2020 dated 2 April 2020, C03409-2020 dated 15 May 2020, and C01795-2021 dated March 18, 2021.

Filed on behalf by:
Name Alan Ascalon
Designation Vice President/ Asst. Corporate Secretary