Item 1.01 Entry into
Material Definitive Agreement.
Forward Share Purchase
Agreement
As previously disclosed,
AGBA Acquisition Limited, a British Virgin Islands business company (“AGBA” or the “Acquiror”), its subsidiaries,
AGBA Merger Sub I Limited and AGBA Merger Sub II Limited, TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned
subsidiaries - OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”),
TAG Asset Partners Limited (“B2BSub”), and OnePlatform International Limited (“HKSub”) entered into a business
combination agreement on November 3, 2021, which was subsequently amended on November 18, 2021, January 4, 2022, May 4, 2022, and October
21, 2022, and as may be further amended, supplemented, or otherwise modified from time to time (the “Business Combination Agreement”).
On August 29, 2022, parties to the Business Combination Agreement entered into a Waiver Agreement, pursuant to which certain conditions
to Closing were waived. On October 21, 2022, the parties to the Business Combination Agreement executed a Waiver and Amendment Agreement,
whereby they made further amendments to the Business Combination Agreement and waived certain conditions to Closing. Capitalized terms
used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement.
On November 9, 2022, AGBA, TAG, Fintech, B2B,
B2BSub and HKSub entered into a Forward Share Purchase Agreement (the “Meteora Backstop Agreement”) with Meteora Special Opportunity
Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP (collectively, “Meteora”). Pursuant
to the Meteora Backstop Agreement, Meteora has agreed to purchase up to 2,500,000 AGBA Ordinary Shares in the open market at prices no
higher than the redemption price, including from other AGBA shareholders that elected to redeem and subsequently revoked their prior elections
to redeem their shares, following the expiration of AGBA’s redemption offer. AGBA has agreed to purchase those shares from Meteora
on a forward basis, up to the lesser of (i) that number of AGBA shares then held by Meteora, and (ii) the difference of (x) the number
of shares held by Meteora at Closing (which shall be no more than 2,500,000 Ordinary Shares in the aggregate) minus (y) that number of
shares equal to (I) the product of (A) $0.12, multiplied by (B) the number of shares held by the Meteora at Closing (such product, the
“Commitment Share Value”), divided by (II) the VWAP Price (as defined below) for the preceding 30 trading days ending
on the day that is 30 days following the Closing (the number of shares derived in (y), the “Commitment Shares”, and the lesser
of (1) and (2), the “Puttable Shares”), unless otherwise agreed to in writing by all Parties, at a price per Share equal to
the sum of (i) the redemption price as contemplated by the Definitive Proxy Statement (the “Redemption Price”), plus (ii)
$0.45 (the sum of (i) and (ii), the “Base Price”), plus (iii) the result of (X) the Base Price, multiplied by (Y) the number
of Commitment Shares, divided by (Z) the number of Puttable Shares (such sum of (i), (ii) and (iii), the “Shares Purchase Price”);
provided that the Shares Purchase Price will be reduced by $0.15 for the first full calendar quarter after 90 days following the Closing
sooner than the Put Date that the Put occurs if the Put does so occur, plus an additional reduction of $0.10 if the Put occurs before
90 days following the Closing. The purchase price payable by AGBA will be escrowed in the amount of the redemption price per share.
At the election of AGBA, $0.45 of the Shares Purchase Price can be paid using Ordinary Shares rather than cash.
The Meteora Backstop Agreement matures nine (9) months after the closing
of the Business Combination. The maturity date may be accelerated by Meteora if (i) the AGBA Ordinary Shares are delisted from a qualified
exchange, (ii) the Meteora Backstop Agreement is terminated for any reason after the closing of the Business Combination, or (iii) during
any 30 consecutive trading day period at least 90 days following the Closing of the Business Combination, the volume weighted average
price (the “VWAP”) of the AGBA shares for 10 trading days during such period shall be less than $3.50 per Ordinary Share.
At maturity, any remaining shares subject to the forward transaction will be purchased by AGBA with the remaining escrowed funds released
to Meteora. During the term of the transaction, Meteora may elect to sell some or all of the shares subject to the transaction to third
parties, after which those shares will no longer be subject to the repurchase by AGBA, and in such event AGBA will receive a portion of
the escrowed funds.
AGBA shall reimburse Meteora for all reasonable and
necessary brokerage commissions incurred in connection with Meteora’s acquisition of the shares under the Meteora Backstop Agreement,
in an amount not to exceed $0.05 per Share and $0.02 per disposition of each share. Furthermore, AGBA will pay Meteora $110,000 in cash
at the Closing of the Business Combination.
The purpose of the Meteora
Backstop Agreement is to ensure that certain Nasdaq initial listing requirements will be met at Closing of the Business Combination and
therefore, increasing the likelihood that the Business Combination will close.
A copy of the Meteora
Backstop Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, the foregoing
description is only a summary of the Meteora Backstop Agreement and is qualified in its entirety by reference thereto.