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OMB
APPROVAL
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
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OMB
Number:3235-0145
Expires:Febuary
28, 2009
Estimated average
burden
hours per response ....10.4
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SCHEDULE 13G
Under the Securities and Exchange Act of 1934
(Amendment No.
2 )*
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Agba Acquisition Limited
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(Name of Issuer)
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Ordinary shares, $0.001 par value
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(Title of Class of
Securities)
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G0120M109
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(CUSIP Number)
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November 11, 2022
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(Date of Event which Requires Filing of
this Statement)
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Check the appropriate
box to designate the rule pursuant to which this Schedule is
filed:
o Rule 13d-1(b)
ý Rule 13d-1(c)
o Rule 13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not
be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1
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CUSIP No.
G0120M109
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1.Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Feis Equities LLC
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2.Check
the Appropriate Box if a Member of a Group
(a)o
(b)o
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3.SEC
Use Only
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4.Citizenship
or Place of OrganizationState of Illinois
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Number of Shares Beneficially Owned by Each Reporting Person
With
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5.Sole
Voting Power0
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6.Shared
Voting Power0
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7.Sole
Dispositive Power0
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8.Shared
Dispositive Power0
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9.Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.Percent
of Class Represented by Amount in Row (9)
0.00%
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12.Type
of Reporting Person (See Instructions)
OO-Limited Liability Company
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CUSIP No.
G0120M109
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1.Names
of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities
only).
Lawrence M. Feis
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2.Check
the Appropriate Box if a Member of a Group
(a)o
(b)o
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3.SEC
Use Only
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4.Citizenship
or Place of OrganizationU.S.A.
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Number of Shares Beneficially Owned by Each Reporting Person
With
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5.Sole
Voting Power0
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6.Shared
Voting Power0
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7.Sole
Dispositive Power0
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8.Shared
Dispositive Power0
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9.Aggregate
Amount Beneficially Owned by Each Reporting Person
0
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10.Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.Percent
of Class Represented by Amount in Row (9)
0.00%
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12.Type
of Reporting Person (See Instructions)
IN
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3
Item 1.
The
name and address of the principal executive offices of the Issuer
are:
Agba Acquisition Limited
Room 1108, 11th Floor, Block B
New Mandarin Plaza, 14 Science Museum Road
Tsimshatsui East, Kowloon, Hong Kong
Item 2.
This
statement on Schedule 13G is being filed by:
(a)
Name of Person Filing
(i)Feis
Equities LLC
(ii)Lawrence
M. Feis
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(b)Address:
The
address of the business office of each of the Reporting Persons
is:
20 North Wacker
Drive
Suite 2115
Chicago, Illinois
60606
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(c)Citizenship/Place:
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Citizenship is set forth in Row 4 of the cover page for each
Reporting Person hereto and is incorporated hereto by reference for
each Reporting Person.
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(d)Title
of Class of Securities:
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Ordinary shares,
$0.001 par value
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(e)CUSIP
Number:
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G0120M109
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Item 3. If this statement is filed pursuant to
§§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
(a)oBroker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b)oBank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)oInsurance
company as defined in section 3(a)(19) of the Act (15 U.S.C.
78c).
(d)oInvestment
company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C 80a-8).
(e)oAn
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
(f)oAn
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
(g)oA
parent holding company or control person in accordance with
§ 240.13d-1(b)(1)(ii)(G);
(h)oA
savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i)oA
church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
(j)oGroup,
in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
The
information required by Items 4(a)-(c) is set forth in Rows 5-11 of
the cover page for each Reporting Person and incorporated by
reference herein.
The
percentage set forth in row 11 of the cover page for each Reporting
Person is based on 4,737,871 ordinary shares outstanding as of
August 12,2022 as reported by the Issuer in its 10-Q filing for the
period ending June 30, 2022, filed with the Securities and Exchange
Commission on August 15, 2022.
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Item 5. Ownership of Five Percent or Less of a
Class
If
this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following ý
Item 6. Ownership of More than Five Percent on Behalf of
Another Person
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on By the
Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of
the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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Date:November
16, 2022
Date:November
16, 2022
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FEIS EQUITIES LLC
By:/s/
Lawrence M. Feis
Managing
Member LLC
LAWRENCE M. FEIS
By:/s/
Lawrence M. Feis
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EXHIBIT INDEX
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Ex.
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Page No.
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A
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Joint
Filing Agreement
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8
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8
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G
with respect to the ordinary shares of Agba Acquisition
Limited dated as of November 16,2022 is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the
undersigned shall be filed on behalf of each of us pursuant to and
in accordance with the provisions of Rule 13d-1(k) under the
Securities Exchange Act of 1934, as amended.
FEIS EQUITIES LLC
By:/s/
Lawrence M. Feis
Managing Member
LLC
LAWRENCE M. FEIS
By:/s/
Lawrence M. Feis
Date: November
16, 2022
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