Current Report Filing (8-k)
13 November 2021 - 12:16AM
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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, 2021
Date of Report (Date of earliest event reported)
AGBA Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
British Virgin Islands
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001-38909
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N/A
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(State or other
jurisdiction
of incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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Room 1108, 11th Floor, Block B
New Mandarin Plaza, 14 Science Museum Road
Tsimshatsui East, Kowloon, Hong Kong
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N/A
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(Address of Principal
Executive Offices)
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(Zip Code)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Ordinary Share, $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
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AGBAU
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NASDAQ Capital Market
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Ordinary Shares
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AGBA
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NASDAQ Capital Market
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Warrants
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AGBAW
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NASDAQ Capital Market
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Rights
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AGBAR
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NASDAQ Capital Market
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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 1.01. Entry into a Material Definitive Agreement.
The disclosure contained in Item 2.03 is incorporated
by reference in this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
On November 10, 2021, AGBA Acquisition Limited
(the “Company”) issued an unsecured promissory note in the aggregate principal amount of $546,991.05 (the “Note”)
to AGBA Holding Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing
such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination.
The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the Note may be converted
by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00
per unit.
Item 8.01 Other Events
The Company issued the press release filed
herewith on November 12, 2021. The materials attached as Exhibit 99.1 are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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.
Dated: November 12, 2021
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AGBA ACQUISITION LIMITED
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By:
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/s/ Gordon Lee
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Name:
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Gordon Lee
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Title:
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Chief Executive Officer
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2
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