Additional Proxy Soliciting Materials (definitive) (defa14a)
20 November 2021 - 08:01AM
Edgar (US Regulatory)
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 18, 2021
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
|
|
n/a
|
(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
|
|
n/a
|
(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
|
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
|
|
AGBAU
|
|
The Nasdaq Stock Market LLC
|
Ordinary Shares
|
|
AGBA
|
|
The Nasdaq Stock Market LLC
|
Warrants
|
|
AGBAW
|
|
The Nasdaq Stock Market LLC
|
Rights
|
|
AGBAR
|
|
The Nasdaq Stock Market LLC
|
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 Material Definitive Agreements.
As previously disclosed, 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”).
On November 18, 2021, AGBA, TAG, OPH, Fintech, B2B,
B2BSub, and HKSub, pursuant to Section 13.2 of the Business Combination Agreement, entered into an amendment (the “Amendment”)
to the Business Combination Agreement, to amend the description of the planned merger between OPH and HKSub in order to properly reflect
the merger under Hong Kong law. Pursuant to the Amendment, the parties thereto have agreed, among other things, (i) that prior to the
closing of the proposed business combination contemplated by the Business Combination Agreement (the “Business
Combination”), OPH will merge with and into HKSub, with HKSub as the surviving entity (the “OPH
Merger”), (ii) that B2B, OPH, HKSub, and TAG shall take all reasonable actions in order for the OPH Merger to become legally
effective under Hong Kong law. As a result of the OPH Merger, HKSub ,as the combined surviving company, will be a wholly owned subsidiary
of B2B prior to the closing of the Business Combination.
A copy of the Amendment is filed with this Current
Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified
in its entirety by reference thereto.
Additional Information and Where to Find It
In connection with the transaction described by the
Business Combination Agreement (as amended), AGBA will file relevant materials with the SEC, including a proxy statement. The proxy statement
and a proxy card will be mailed to shareholders of AGBA as of a record date to be established for voting at the shareholders’ meeting
relating to the proposed transaction. Shareholders will also be able to obtain a copy of the proxy statement without charge from AGBA.
The proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to AGBA
at Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong. INVESTORS
AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT
DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT AGBA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT AGBA, TAG, THE SUBSIDIARIES OF TAG, AND THE TRANSACTION.
Participants in Solicitation
AGBA, TAG, the subsidiaries of TAG, and their respective
directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the
holders of AGBA ordinary shares in respect of the proposed transaction. Information about AGBA’s directors and executive officers
and their ownership of AGBA ordinary shares is set forth in AGBA’s Annual Report on Form 10-K filed with the SEC, as modified or
supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the
participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes
available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom.
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 19, 2021
|
|
|
|
AGBA ACQUISITION LIMITED
|
|
|
|
By:
|
/s/ Gordon Lee
|
|
Name:
|
Gordon Lee
|
|
Title:
|
Chief Executive Officer
|
|
3
AGBA Acquisition (NASDAQ:AGBAU)
Historical Stock Chart
From Feb 2024 to Mar 2024
AGBA Acquisition (NASDAQ:AGBAU)
Historical Stock Chart
From Mar 2023 to Mar 2024