| 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.