Item 2.01 Completion of Acquisition
or Disposition of Assets.
The disclosure set forth
in the “Introductory Note” is incorporated into this Item 2.01 by reference.
As of November 14, 2022,
holders of an aggregate of 2,025,719 AGBA Shares exercised their right to redeem their AGBA Shares, after giving effect to any redemption
reversals requested by stockholders to reverse their election to have their AGBA Shares redeemed.
Upon completion of the Business
Combination, each of AGBA’s issued and outstanding convertible notes and related party balances to its sponsor, AGBA Holding Limited,
automatically converted into 792,334 AGBA Shares.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K
states that if the predecessor registrant was a shell company, as AGBA was immediately before the Business Combination, the registrant
must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form
10. Accordingly, the Company, as the successor issuer to AGBA, is providing the information below that would be included in a Form 10
if the Company were to file a Form 10. Please note that information provided below relates to the Company as the combined company after
the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Statement Regarding
Forward Looking Statements
This Current Report on Form
8-K, including the information incorporated herein by reference, contains forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995, including statements about the anticipated benefits of the Business
Combination described herein, and the financial condition, results of operations, earnings outlook, and prospects of Company. In addition,
any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “forecast,”
“intend,” “may,” “might”, “ongoing,” “outlook,” “plan,” “possible”,
“potential,” “predict,” “project,” “should”, “strive”, “would”,
“will,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements
are based on the current expectations of the management of the Company and its management and are inherently subject to uncertainties
and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that
future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties,
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
| ● | the Company’s future capital requirements and sources and uses of cash; |
| ● | the Company’s ability to obtain funding or raise capital for its operations and future growth, in
particular to fund capital expenditures, acquisitions and other general corporate activities; |
| ● | estimated future capital expenditures needed to preserve the Company’s capital base; |
| ● | economic downturns and the possibility of rapid change in the industry in which the Company operates; |
| ● | assumptions regarding interest rates and inflation; |
| ● | product liability or regulatory lawsuits or proceedings relating to the Company’s products and services; |
| ● | inability to secure or protect its intellectual property; |
| ● | dispute or deterioration of the relationship with the Company’s major partners and collaborators; |
| ● | the outcome of any legal proceedings that may be instituted against the Company following completion of
the Business Combination and transactions contemplated thereby; |
| ● | the ability to maintain the listing of its ordinary shares on the Nasdaq Capital Market (“Nasdaq”); |
| ● | the risk that the Business Combination disrupts current plans and operations; |
| ● | the ability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition, and the ability of the Company to grow and manage growth profitably; |
| ● | costs related to the Business Combination; |
| ● | the possibility that COVID-19 may adversely affect the results of operations, financial position and cash
flows after the Business Combination; and |
| ● | other risks and uncertainties indicated in the Proxy Statement, including those set forth under the section
entitled “Risk Factors.” |
Should one or more of these
risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results
may vary in material respects from those projected in these forward-looking statements.
All subsequent written and
oral forward-looking statements concerning the Business Combination or other matters addressed in this Current Report on Form 8-K and
attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements
contained or referred to in this Current Report on Form 8-K. Except to the extent required by applicable law or regulation, the Company
undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Current
Report on Form 8-K or to reflect the occurrence of unanticipated events.
BUSINESS
The Company’s business
operations after the Business Combination are described in the Proxy Statement under the heading “Information About the TAG Business,”
which is incorporated herein by reference.
RISK FACTORS
The risks associated with
the Company’s business are described in the Proxy Statement under the headings “Risk Factors - Risk Factors Relating to
the TAG Business’ Hong Kong Operations and Proximity to the PRC,” “Risk Factors Relating to the TAG Business,”
“Risk Factors Relating to AGBA’s Business,” and “Risk Factors Relating to the Business Combination,”
which are incorporated herein by reference.
FINANCIAL INFORMATION
Reference is made to the
disclosure set forth in Item 9.01 of this Current Report on Form 8-K concerning the financial information of the TAG Business. Reference
is further made to the disclosure contained in the Proxy Statement in the sections titled “OnePlatform Holdings Limited and TAG
Asia Capital Limited Summary Financial Information,” “Unaudited Pro Forma Condensed Combined Financial Information,”
“Unaudited Pro Forma Condensed Combined Financial Statements,” “Notes to Unaudited Pro Forma Condensed Combined
Financial Information,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations
of the TAG Business” which are incorporated herein by reference.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The disclosure contained
under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TAG Business”
in the Proxy Statement is incorporated herein by reference.
PROPERTIES
The facilities of the Company
are described in the Proxy Statement in the sections titled “Information about the TAG Business — Property” and
“Risk Factors – Risk Factors Relating to the TAG Business – Substantially all of the TAG Business’s operations
are housed in one location. If the facilities are damaged or rendered inoperable by natural or man-made disasters, the TAG Business’s
business may be negatively impacted” each of which is incorporated herein by reference.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets
forth information regarding the beneficial ownership of ordinary shares immediately following the consummation of the Business Combination
on November 14, 2022 by:
| ● | each person who is known by the Company to be the beneficial owner of more than five percent of its issued
and outstanding ordinary shares; |
| ● | each of the Company’s Named Executive Officers and directors; and |
| ● | all of the Company’s executive officers and directors as a group. |
Beneficial ownership is determined
in accordance with SEC rules and includes voting or investment power with respect to securities and generally includes shares issuable
pursuant to options and warrants that are currently exercisable or exercisable within 60 days. Except as indicated by the footnotes below,
the Company believes, based on the information furnished to it, that the persons and entities named in the table below will have sole
voting and investment power with respect to all stock that they beneficially own, subject to applicable community property laws.
Ordinary shares issuable
upon exercise of warrants or options currently exercisable within 60 days are deemed outstanding solely for purposes of calculating the
percentage of total voting power of the beneficial owner thereof.
Subject to the paragraph
above, the percentage ownership of issued shares is based on 60,041,986 shares of the Company’s ordinary shares issued and outstanding
immediately following the consummation of the Business Combination on November 14, 2022. The business address for each of the following entities or individuals is AGBA Tower, 68 Johnston Road Wan Chai, Hong Kong SAR.
| Name and Address of Beneficial
Owner | |
Number of Shares | | |
% | |
| Five Percent Holders of AGBA and the Post-Combination Company | |
| | |
| |
| TAG(1) | |
| 55,000,000 | | |
| 92.4 | % |
| | |
| | | |
| | |
| Directors and Named Executive Officers of the Company | |
| | | |
| | |
| Ng Wing Fai | |
| — | | |
| — | |
| Wong Suet Fai, Almond | |
| — | | |
| — | |
| Brian Chan | |
| 18,000 | | |
| * | |
| Thomas Ng | |
| 18,000 | | |
| * | |
| Felix Wong | |
| — | | |
| — | |
| All Directors and Named Executive Officers of the Company as a group (5 individuals) | |
| 36,000 | | |
| * | |
| * | Less than 1%. |
| | |
| (1) | As previously disclosed in the Proxy Statement, TAG has undertaken
not to make any such distribution to its ultimate beneficial shareholders. Nothing in this undertaking, however, shall prevent TAG, subject
to compliance with applicable law, from pledging or encumbering the Aggregate Stock Consideration (including certain holdback shares)
or selling or otherwise disposing of any or all of the Aggregate Stock Consideration (including certain holdback shares) to any other
person or persons for value consideration. |
DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS
The disclosure contained
in the Proxy Statement under the heading “Directors, Executive Officers, and Corporate Governance – Directors and Executive
Officers after the Business Combination” is incorporated herein by reference.
Upon the consummation of
the transactions contemplated by the Business Combination Agreement and documents related thereto, and in accordance with the terms of
the Business Combination Agreement, each of Mr. Jeroen Nieuwkoop, Mr. Shu Pei Huang, Desmond, and Mr. Richard Kong were appointed as executive
officers of the Company as Chief Strategy Officer, Acting Group Chief Financial Officer (Principal Financial Officer), and Deputy Chief
Financial Officer/Company Secretary, respectively.
Mr. Jeroen Nieuwkoop currently
serves as the Chief Strategy Officer of the Company as well as the Group Chief Strategy Officer for the Legacy Group, a position he has
occupied since May 2021. Mr. Nieuwkoop previously worked at Fubon Financial and Primus Pacific Partners and has over 20 years’ experience
in private equity, funds set-up, investments and divestments, mergers and acquisitions, as well as general corporate finance across the
financial services industry in Asia. Mr. Nieuwkoop started his career as an investment banker in the Financial Institutions Group at Salomon
Smith Barney (now known as Citigroup) in New York.
On November 1, 2022, Mr.
Nieuwkoop entered into a Letter of Appointment and Transfer, effective from November 1, 2022, pursuant to which Mr. Nieuwkoop’s
employment was transferred from AGBA Management Company Limited to AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited).
His employment agreement provides for an annual basic salary in 12 monthly installments and a discretionary annual performance bonus to
be determined by the management of AGBA Group Limited. Mr. Nieuwkoop is also entitled to participate in the Mandatory Provident Fund Scheme
(Hong Kong’s government retirement savings program) and certain employee and fringe benefit plans as may be in effect from time
to time for similarly situated employees. Mr. Nieuwkoop’s employment agreement subjects him to the following restrictive covenants:
(i) employment term and six months post-termination non-solicitation of business from any customers or accounts of AGBA Group Limited
or its associated companies with whom Mr. Nieuwkoop has had service or dealings while employed by AGBA Group Limited; (ii) employment
term and six months post-termination non-solicitation of any sales person, consultants, or employees of AGBA Group Limited or its associated
companies to terminate his or her employment with AGBA Group Limited or its associated companies; and (iii) perpetual confidentiality.
Mr. Shu Pei Huang, Desmond,
currently serves as the Acting Group Chief Financial Officer (Principal Financial Officer) of the Company as well as the Director of Corporate
Development as well as the Acting Group Chief Financial Officer of the Legacy Group, having served in these roles since September 2015
and April 2021, respectively. Mr. Shu also presently serves as a director of both B2B and Fintech. He was also a director of OnePlatform
Holdings Limited prior to the OnePlatform Holdings Limited merger. Before joining the Legacy Group, Mr. Shu was the Vice President of
Primus Holdings (H.K.) Ltd, an Asia investment holding company with a focus on the financial services industry. Prior to that, he was
the corporate development manager of DRB-HICOM Berhad, one of the largest diverse conglomerates in Malaysia with business across banking,
insurance, automobile, and services. Mr. Shu has over 20 years of experience in the investment banking and financial services industry
and has gained all-round experience through working with MIMB Investment Bank, SIBB Investment Bank, and KPMG Corporate Services.
On November 1, 2022, Mr.
Shu entered into a Letter of Appointment and Transfer, effective from November 1, 2022, pursuant to which Mr. Shu’s employment was
transferred from AGBA Management Company Limited to AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited). His employment
agreement provides for an annual basic salary in 12 monthly installments and a discretionary annual performance bonus to be determined
by the management of AGBA Group Limited. Mr. Shu is also entitled to participate in the Mandatory Provident Fund Scheme (Hong Kong’s
government retirement savings program) and certain employee and fringe benefit plans as may be in effect from time to time for similarly
situated employees. Mr. Shu’s employment agreement subjects him to the following restrictive covenants: (i) employment term and
six months post-termination non-solicitation of business from any customers or accounts of AGBA Group Limited or its associated companies
with whom Mr. Shu has had service or dealings while employed by AGBA Group Limited; (ii) employment term and six months post-termination
non-solicitation of any sales person, consultants, or employees of AGBA Group Limited or its associated companies to terminate his or
her employment with AGBA Group Limited or its associated companies; and (iii) perpetual confidentiality.
Mr. Richard Kong is the Company’s
Deputy Chief Financial Officer and Company Secretary. Mr. Kong has over 25 years of experience in the finance and accounting fields. Prior
to joining AGBA, he was the Chief Financial Officer and Company Secretary of a company listed in Hong Kong for over 14 years where he
gained extensive experience in corporate exercises, corporate governance, and compliance-related matters. Previously, he was a manager
at Ernst & Young Hong Kong. Mr. Kong holds a BBA in Accounting degree from Hong Kong Baptist University and MBA from University of
South Australia. He is also a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered
Certified Accountants.
On March 28, 2022, Mr. Kong
entered into a Letter of Appointment and Transfer, effective from April 1, 2022, pursuant to which Mr. Kong’s employment was transferred
from TAG Financial Holdings Limited to AGBA Management Company Limited. His employment agreement provides for an annual basic salary in
12 monthly installments and a discretionary annual performance bonus to be determined by the management of AGBA Management Company Limited.
Mr. Kong is also entitled to participate in the Mandatory Provident Fund Scheme (Hong Kong’s government retirement savings program)
and certain employee and fringe benefit plans as may be in effect from time to time for similarly situated employees. Mr. Kong’s
employment agreement subjects him to the following restrictive covenants: (i) employment term and six months post-termination non-solicitation
of business from any customers or accounts of AGBA Management Company Limited or its associated companies with whom Mr. Kong has had service
or dealings while employed by AGBA Management Company Limited; (ii) employment term and six months post-termination non-solicitation of
any sales person, consultants, or employees of AGBA Management Company Limited or its associated companies to terminate his or her employment
with AGBA Management Company Limited or its associated companies; and (iii) perpetual confidentiality.
EXECUTIVE COMPENSATION
The disclosure contained
in the Proxy Statement under the heading “Executive Compensation” is incorporated herein by reference. The information
incorporated herein by reference is qualified in its entirety by reference to the employment agreements included as Exhibits 10.3 and
10.4 to this Current Report on Form 8-K, which are incorporated herein by reference.
At the Special Meeting, the
shareholders of AGBA adopted and approved the “Share Award Scheme Proposal” (the “Share Award Scheme”), which
became effective for the Company upon the Closing. The material features of the Share Award Scheme are described in the Proxy Statement
under the headings “Proposal No. 5 - The Share Award Scheme Proposal,” which is incorporated herein by reference.
This summary and the information
incorporated herein by reference is qualified in its entirety by reference to the text of the Share Award Scheme, which is included as
Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS
The certain relationships
and related party transactions of the TAG Business are described in the Proxy Statement under the heading “Certain Transactions
and Related Party Transactions – Certain Transactions of the TAG Business,” which section is incorporated herein by reference.
The certain relationships and related party transactions of AGBA are described in the Proxy Statement under the heading “Certain
Transactions and Related Party Transactions – Certain Transactions of AGBA,” which section is incorporated herein by reference.
LEGAL PROCEEDINGS
Reference is made to the
disclosure regarding legal proceedings in the section of the Proxy Statement entitled “Information About the TAG Business - Legal
Proceedings,” which section is incorporated herein by reference.
MARKET PRICE OF
AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Company’s ordinary
shares began trading on Nasdaq under the symbol “AGBA” and its warrants began trading on Nasdaq under the symbol “AGBAW”
on November 15, 2022. The Company has not paid any cash dividends on its ordinary shares to date. It is the present intention of the Company’s
board of directors (the “Board) to retain future earnings for the development, operation, and expansion of its business, and the
Board does not anticipate declaring or paying any cash dividends for the foreseeable future. The payment of dividends is within the discretion
of the Board and will be contingent upon the Company’s future revenues and earnings, as well as its capital requirements and general
financial condition. Prior to November 15, 2022, AGBA’s units, ordinary shares, rights, and warrants were traded on Nasdaq under
the symbols “AGBAU,” “AGBA,” “AGBAR,” and “AGBAW,” respectively.
RECENT SALES OF
UNREGISTERED SECURITIES
Reference is made to the
disclosure set forth under Item 3.02 of this Current Report on Form 8-K concerning the issuance of shares of AGBA Shares in connection
with the Business Combination.
DESCRIPTION OF
REGISTRANT’S SECURITIES TO BE REGISTERED
A description of the Company’s
ordinary shares is included in the Proxy Statement under the headings “Description of AGBA’s and AGBA Group Holding Limited’s
Securities – Description of AGBA Group Holding Limited’s Securities – AGBA Group Holding Limited Ordinary Shares”
and “Proposal No. 2 – The Amendment Proposal,” each section being incorporated herein by reference.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Information about the indemnification
of the Company’s directors and executive officers is set forth in the Proxy Statement in the sections entitled “Certain
Transactions and Related Party Transactions – Certain Transactions of the TAG Business - Indemnification”
and “Description of AGBA’s and AGBA Group Holding Limited’s Securities – Description of AGBA Group Holding
Limited’s Securities – Limitations on Liability and Indemnification of Officers and Directors,” and that information
is incorporated herein by reference.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The information set forth
under Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.