Item 1.01 Entry into Material Definitive
Agreements.
As previously disclosed, AGBA Acquisition
Limited, a special purpose acquisition company (“AGBA” or the “Acquiror”) entered into a business combination
agreement, dated November 3, 2021 (as amended on November 18, 2021, January 4, 2022, and May 4, 2022, and as may be further amended, supplemented,
or otherwise modified from time to time, the “Business Combination Agreement”) with AGBA Merger Sub I Limited (“Merger
Sub I”), AGBA Merger Sub II Limited (“Merger Sub II”), TAG International Limited (“B2B”), TAG Asset Partners
Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), TAG Asia Capital Holdings Limited (“Fintech”),
and TAG Holdings Limited (“TAG”) (each a “Party” and, collectively, as the “Parties”). Capitalized
terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement
On
August 29, 2022, the parties entered into a Business Combination Agreement Waiver (the “Waiver”)
pursuant to which:
| ● | The parties have mutually agreed to waive the following conditions to
Closing: (a) filing with the SEC and effectiveness of a registration statement for the Aggregate
Stock Consideration (Section 9.1(d) of the Business Combination Agreement); (b)executed Employment
Agreements with any Key Personnel including Mr. Ng Wing Fai and Mr. Shu Pei Huang, Desmond,
and (c) executed lock-up agreements by each person who will hold 1% or more of Acquiror Ordinary
Shares comprising the Aggregate Stock Consideration (Section 9.1(j) of the Business Combination
Agreement); and |
| | | |
| | ● | AGBA has agreed to waive the condition
to Closing of delivery of duly executed opinions from the Hong Kong and British Virgin Islands counsel of B2B and from the British Virgin
Islands counsel of Fintech, addressed to the Acquiror (Section 9.2(h) of the Business Combination Agreement). |
As a result of this Waiver, each person who
will hold 1% or more of the Acquiror Ordinary Shares comprising the Aggregate Stock Consideration will no longer be required to lock up
their shares for at least 180 days from Closing as required under the current Business Combination Agreement.
The foregoing description of the Waiver is
not complete and is subject to and qualified in its entirety by reference to the Waiver, a copy of which is filed with this Current Report
on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein.
Additional Information and Where to
Find it
In connection with the transaction described
by the Business Combination Agreement (as amended), AGBA has filed with the SEC a preliminary proxy statement and will continue to file
relevant materials with the SEC. 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, AGBA Merger Sub I Limited, AGBA Merger
Sub II Limited 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.