Item 1.01 Entry into Material Definitive Agreements.
Business Combination Agreement
On November 3, 2021, AGBA Acquisition Limited,
a special purpose acquisition company (“AGBA” or the “Acquiror”), entered into a business combination
agreement (the “Business Combination Agreement”) with TAG Holdings Limited (“TAG”) and certain of TAG’s
wholly owned subsidiaries – OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”),
TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub)”, and OnePlatform International
Limited (“HKSub”). OPH through its wholly-owned subsidiaries, is engaged in business-to-business (or B2B) services,
while Fintech through its wholly-owned subsidiaries, is engaged in the financial technology or fintech business. B2BSub is a wholly-owned
subsidiary of B2B, and HKSub is a wholly owned subsidiary of B2BSub. In the Business Combination Agreement, B2B, B2BSub, HKSub, OPH, Fintech,
together with their respective subsidiaries are referred to as the “Group Parties”.
Pursuant to the Business Combination Agreement,
OPH will first become a subsidiary of B2B through a merger with HKSub, with OPH as the surviving entity (the “OPH Merger”).
Subsequently, (i) a to-be-formed, wholly-owned subsidiary of AGBA (“Merger Sub I”) will merge with and into B2B; and
another to-be-formed, wholly-owned subsidiary of AGBA (“Merger Sub II”) will merge with and into Fintech (together
with (i), the “Acquisition Merger”. In consideration of the Acquisition Merger, AGBA will issue 55,500,000 ordinary
shares with a deemed price per share US$10.00 (“Aggregate Stock Consideration”) as directed by TAG, in its capacity as sole shareholder
of B2B and Fintech.
At the closing of the Acquisition Merger, AGBA will
deliver to such persons as directed by TAG, in its capacity as the sole shareholder of B2B and Fintech, subject to compliance with applicable
law, the Aggregate Stock Consideration less three percent (3%) of the Aggregate Stock Consideration (the “Holdback Shares”).
Subject to the provisions of the Business Combination Agreement, AGBA will release the Holdback Shares at the end of six (6) months following
the closing of the Acquisition Merger, which may be extended for an additional three-month period (the “Survival Period”),
provided that the AGBA will be entitled to retain some or all of the Holdback Shares to satisfy certain indemnification claims during
the Survival Period.
Representations and Warranties
In the Business Combination Agreement, B2B, B2BSub,
HKSub, OPH, Fintech, together with their respective subsidiaries are referred to as “the Group Parties”. TAG, in its
capacity as sole shareholder of B2B and Fintech, makes certain representations and warranties (with certain exceptions set forth in the
disclosure schedule to the Business Combination Agreement) relating to, among other things: (a) proper corporate existence and power of
each of the Group Parties and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Business Combination
Agreement and other transaction documents; (c) no need for governmental authorization for the execution, delivery or performance of the
agreement and additional agreements thereto; (d) absence of conflicts; (e) capital structure of the Group Parties; (f) accuracy of charter
documents and corporate records of the Group Parties; (g) accuracy of the list of all assumed or “doing business as” names
used by the Group Parties; (h) accuracy of the list of each subsidiary of OPH and Fintech; (i) required consents and approvals; (j) financial
information; (k) absence of certain changes or events; (l) title to assets and properties; (m) material litigation; (n) material contracts;
(o) licenses and permits; (p) compliance with laws; (q) ownership of intellectual property; (r) employees; (s) employment matters; (t)
withholding of obligations of the Group Parties applicable to its employees; (u) real property; (v) bank, brokerage and similar accounts
of the Group Parties; (w) tax matters; (x) environmental matters; (y) finders’ fees; (z) powers of attorneys and suretyships; (aa)
directors; (bb) certain business practices and no unlawful payment; (cc) compliance with anti-money laundering laws; (dd) none of the
Group Parties is an investment company; and (ee) other customary representations and warranties.
In the Business Combination Agreement, Acquiror
makes certain representations and warranties relating to, among other things: (a) proper corporate existence and power; (b) authorization,
execution, delivery and enforceability of the Business Combination Agreement and other transaction documents; (c) no need for governmental
authorization for the execution, delivery or performance of the agreement and additional agreements thereto; (d) absence of conflicts;
(e) finders’ fees; (f) issuance of Aggregate Stock Consideration; (g) capital structure; (h) information supplied; (i) litigation
affecting the Aggregate Stock Consideration; (j) minimum trust fund amount; (k) validity of Nasdaq Stock Market listing; (l) no market
manipulation; (m) compliance with Sarbanes-Oxley Act; (n) Acquiror is not an investment company; (o) board approval; (p) SEC filing requirements
and financial statements; (q) compliance with laws, including those relating to Foreign Corrupt Practices Act; (r) compliance with money
laundering laws; (s) litigation and claims; and (t) other customary representations and warranties.
Conduct Prior to Closing; Covenants Pending
Closing
Each Group Party and Acquiror has agreed to operate
their respective business in the ordinary course, consistent with past practices, prior to the closing of the transactions (with certain
exceptions) and not to take certain specified actions without the prior written consent of the other party.
The Business Combination Agreement also contains
covenants providing for, among other things:
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Parties providing access to their books and records and providing information relating to their respective business to the other party, its legal counsel and other representatives;
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Each party promptly notifying the other parties of certain events;
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SEC filings and cooperation in making certain filings with the SEC;
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OPH and Fintech delivering their respective financial statements;
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Group Parties procuring that OPH and HKSub consummate the OPH Merger; and
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Disbursement of funds in the trust account.
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Covenants
The Group Parties make covenants relating to,
among other things: (a) reporting of taxes and compliance with laws; and (b) commercially reasonable efforts to obtain each third party
consent; (c) annual and interim financial statements; and (d) continued employment of certain key employees.
Each party further makes covenants relating to,
among other things: (a) using reasonable best efforts to consummate and implement the transaction and to cause the post-combination company
to receive at least $35.0 million in a private placement or other financing to be consummated simultaneously with the closing of the Business
Combination the “PIPE Investment”); (b) tax matters; (c) settlement and reimbursement of expenses; (d) compliance with
SPAC agreements; (e) that Acquiror shall prepare with the assistance, cooperation of the Group Parties, and file with the SEC a registration
statement; and (f) confidentiality.
General Conditions to Closing
Consummation of the Business Combination Agreement
and the transactions herein is conditioned on, among other things, (i) no provisions of any applicable law and no order prohibiting or
preventing the consummation of the closing; (ii) there not being any action brought by a third party that is not an affiliate of the parties
hereto to enjoin or otherwise restrict the consummation of the closing; (iii) the Business Combination Agreement, each of the additional
agreement as described in the Business Combination Agreement and the transactions contemplated thereby, having been duly authorized and
approved by the shareholders of Acquiror; and (iv) the SEC having declared the registration statement effective, and no stop order suspending
the effectiveness of the registration statement or any part thereof having been issued; and (v) OPH Merger shall have been consummated
and legally effective under Hong Kong laws.
Group Parties and TAG’s Conditions to
Closing
The obligations of Group Parties and TAG to consummate
the transactions contemplated by the Business Combination Agreement, in addition to the conditions described above, are conditioned upon
each of the following, among other things:
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Acquiror complying with all of their obligations under the Business Combination Agreement in all material respects;
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the representations and warranties of Acquiror being true on and as of the date of the Business Combination Agreement and closing date of the transactions except as would not be expected to have a material adverse effective;
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Acquiror complying with the reporting requirements under the applicable Securities Act and Exchange Act;
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there having been no material adverse effect to Acquiror; and
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the post-combination company will have at least $35.0 million, net of expenses and liabilities, in immediately available cash, comprised of (i) amounts not redeemed from Acquiror’s trust account, and (ii) amounts raised in the PIPE Investment.
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Acquiror’s Conditions to Closing
The obligations of Acquiror to consummate the
transactions contemplated by the Business Combination Agreement, in addition to the conditions described above in the first paragraph
of this section, are conditioned upon each of the following, among other things:
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The Group Parties complying, and causing the Group Parties to comply with all of the obligations under the Business Combination Agreement in all material respects;
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the representations and warranties of B2B and Fintech being true on and as of the date of the Business Combination Agreement and closing date of the transactions except would not be expected to have a material adverse effective;
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there having been no material adverse effect to the Group Parties;
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certain key personnel having executed employment agreements in a form acceptable to Acquiror; and
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the Acquiror receiving legal opinions from B2B’s Hong Kong and British Virgin Islands counsels and from Fintech’s British Virgin Islands counsel.
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Termination
The Business Combination Agreement may be terminated
and/or abandoned at any time prior to the closing, whether before or after approval of the proposals being presented to the stockholders,
by:
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mutual written consent of the Acquiror, the Group Parties and TAG;
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the Acquiror on the one hand, or TAG, B2B and/or Fintech on the other hand, if the closing has not occurred by December 31, 2021, provided that no material breach of the Business Combination Agreement by the party seeking to terminate the Business Combination Agreement shall have occurred or have been made;
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the Acquiror, if either Group Party has materially breached any representation, warranty, agreement or covenant contained in the Business Combination Agreement, or that there is legal restraint enjoining or otherwise prohibiting the Business Combination, and such breach cannot be, as reasonably believed by Acquiror, resolved within ninety (90) days following the receipt by the Group Parties of a notice describing such legal restraint; or
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TAG, B2B and/or Fintech, if the Acquiror has materially breached any representation, warranty, agreement or covenant contained in the Business Combination Agreement and such breach has not been cured within thirty (30) days following the receipt by the Acquiror of a notice describing such breach.
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Additional Agreements to be Executed at
Closing
The Business Combination Agreement provides that,
upon consummation of the Transactions, Acquiror will enter into employment agreements with each of (i) Mr. Ng Wing Fai, President of TAG
and (ii) Mr. Shu Pei Shu, Director of TAG, providing each respective individual’s compensation and benefits that are not less favorable
than that to which each respective individual was entitled immediately prior to the consummation of the Business Combination. Unless otherwise
agreed by the Acquiror and Group Parties in writing, form of the employment agreements will be agreed between the parties not later than
60 days after the signing of the Business Combination Agreement.
In connection with the closing of the Business
Combination, each holder who holds one percent (1%) or more of the Aggregate Stock Consideration (less the Holdback Shares) will enter
into a lock-up agreement with Acquiror with a lock-up period of not less than 180 days from the first business day after the closing of
the Acquisition Merger. Unless otherwise agreed by the Acquiror and Group Parties in writing, form of the lock-up agreement will be agreed
between the parties not later than 60 days after the signing of the Business Combination Agreement.