United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
May 3, 2022
Date of Report (Date of earliest event reported)
AGBA Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-38909 | |||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| Room 1108, 11th Floor, Block B New Mandarin Plaza, 14 Science Museum Road Tsimshatsui East, Kowloon, Hong Kong |
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: +852 6872 0258
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| , $0.001 par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share | Capital Market | |||
| Warrants | AGBAW | NASDAQ Capital Market | ||
| Rights | AGBAR | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 3, 2022, AGBA Acquisition Limited (the “Company” or “AGBA”) held its annual general meeting of shareholders (the “Meeting”). On April 4, 2022, the record date for the Meeting, there were 5,021,607 AGBA ordinary shares entitled to be voted at the Meeting, 81.79% of which were represented in person or by proxy.
The final results for each of the matters submitted to a vote of AGBA’s shareholders at the Meeting are as follows:
| 1. | Charter Amendment |
Shareholders approved the proposal to amend (the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination two times for three additional months each time from May 16, 2022 to November 16, 2022 (which was required to be approved by 65% of the public shares present). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,732,213 | 1 | 0 | 0 |
| 2. | Trust Amendment |
Public shareholders approved the proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as of May 14, 2019 and as amended, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time to complete a business combination two times for three months each time from May 16, 2022 to November 16, 2022 (which was required to be approved by 65% of the public shares present). The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 2,732,213 | 1 | 0 | 0 |
| 3. | Election of Directors |
Shareholders elected all of the five nominees for directors to serve until the next annual meeting of shareholders. The voting results were as follows:
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
| Gordon Lee | 4,107,213 | 1 | - | |||||||||
| Vera Tan | 4,107,212 | 2 | - | |||||||||
| Brian Chan | 4,107,212 | 2 | - | |||||||||
| Eric Lam | 4,107,213 | 1 | - | |||||||||
| Thomas Ng | 4,107,213 | 1 | - | |||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Dated: May 3, 2022
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AGBA ACQUISITION LIMITED | |
| By: | /s/ Gordon Lee | |
| Name: | Gordon Lee | |
| Title: | Chief Executive Officer | |