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
November 10, 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 | |||
| 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 November 10, 2022, AGBA Acquisition Limited (“AGBA” or the “Company”) convened its extraordinary general meeting (the “Special Meeting”), at which holders of 3,422,868 ordinary shares of AGBA (the “Ordinary Shares”) were present in person or by proxy, representing 72.24% of the total Ordinary Shares as of October 6, 2022, the record date for the Special Meeting, and constituting a quorum for the transaction of business. The proposals listed below are described in more detail in the definitive proxy of AGBA, which was filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2022 (the “Proxy Statement”), which was first mailed by the Company to its shareholders on or about October 28, 2022.
The shareholders approved the Business Combination Proposal, the Amendment Proposal, the Governance Proposals, the Nasdaq Proposal and the Share Award Scheme Proposal.
A summary of the voting results at the Special Meeting is set forth below:
| 1. | Proposal No. 1 — The Business Combination Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,229 | 78,639 | 0 | 0 |
| 2. | Proposal No. 2 — The Amendment Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,228 | 78,640 | 0 | 0 |
| 3. | Proposal No. 3 — The Governance Proposals |
| 3A. | Proposal 3A — Special Resolution of Shareholders |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,229 | 78,639 | 0 | 0 |
| 3B. | Proposal 3B — Ability to Requisition General Meetings |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,228 | 78,640 | 0 | 0 |
| 3C. | Proposal 3C — Forum for Disputes |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,228 | 78,640 | 0 | 0 |
| 3D. | Proposal 3D — Director Removals |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,228 | 78,640 | 0 | 0 |
| 3E. | Proposal 3E — Amendment to the Memorandum and Articles |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,229 | 78,639 | 0 | 0 |
| 3F. | Proposal 3F — Increase in Authorized Shares |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,227 | 78,641 | 0 | 0 |
| 4. | Proposal No. 4 — The Nasdaq Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,229 | 78,639 | 0 | 0 |
| 5. | Proposal No. 5 — The Share Award Scheme Proposal |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 3,344,228 | 78,640 | 0 | 0 |
As there were sufficient votes to approve the above proposals, the “Business Combination Adjournment Proposal” described in the Proxy Statement was not presented to shareholders.
Based on the results of the Special Meeting, and subject to the satisfaction or waiver of certain other closing conditions as described in the Proxy Statement, the transactions (the “Transactions”) contemplated by the previously announced business combination agreement, dated as of November 3, 2021, as amended on November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022, and as may be amended or supplemented from time to time, the (“Business Combination Agreement”) between AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited, including the Business Combination (as such term is defined in the Proxy Statement), are expected to be consummated upon satisfaction of all closing conditions. Following the consummation of the Transactions, the ordinary shares and warrants of the Post-Combination Company (as such term is defined in the Proxy Statement) are expected to begin trading on the Nasdaq Capital Market under the symbols “AGBA” and “AGBAW,” respectively.
Redemption of Ordinary Shares
As of November 7, 2022, the end of the redemption period for the Ordinary Shares issued as part of the units in the Company’s initial public offering consummated on May 16, 2019, an aggregate of 3,339,229 Ordinary Shares were tendered for redemption in connection with the Special Meeting. The final redemption price is $11.617 per share redeemed.
Item 8.01 Other Events
On November 10, 2022, AGBA issued a press release announcing that shareholders that elected to redeem shares in connection with Special Meeting may withdraw such redemption requests by no later than 12:00 p.m. Eastern Time on November 11, 2022. A copy of the press release is attached as Exhibit 99.1.
| Item 9.01 | Exhibits |
|
Exhibit |
Description | |
| 99.1 | Press Release dated November 10, 2022. | |
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SIGNATURE
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.
| AGBA ACQUISITION LIMITED | ||
| By: | /s/ Gordon Lee | |
| Name: Gordon Lee Title: Chief Executive Officer | ||
Dated: November 10, 2022
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Exhibit 99.1
AGBA Acquisition Limited Announces Approval of Business Combination and Ability of Stockholders to Withdraw Ordinary Shares Tendered for Redemption
NEW YORK, November 10 2022 /PRNewswire/ -- AGBA Acquisition Limited (NASDAQ: AGBA, the “Company”), a special purpose acquisition company, announced today that all proposals presented to shareholders at the special meeting of shareholders held on November 9, 2022 at 9:00 p.m. Eastern Time relating to AGBA’s business combination with TAG Holdings Limited were approved by shareholders. Holders of AGBA’s ordinary shares that elected to redeem shares in connection with AGBA’s special meeting of stockholders may withdraw such redemption requests by no later than 12:00 p.m. Eastern Time on November 11, 2022. A total of 3,339,229 shares were tendered for redemption in connection the special meeting of shareholders. The final redemption price is $11.617 per share redeemed.
About AGBA Acquisition Limited
AGBA Acquisition Limited is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the Company intends to focus on operating businesses in the healthcare, education, entertainment and financial services sectors that have their principal operations in China.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company's initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
SOURCE
AGBA Acquisition Limited