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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 14, 2022
Date of Report (Date of earliest event reported)
AGBA GROUP HOLDING 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.)
|
AGBA Tower
68 Johnston Road
Wan Chai, Hong
Kong SAR
|
|
N/A |
(Address of Principal Executive
Offices) |
|
(Zip
Code) |
Registrant’s telephone number, including area code: +852
3601 8000
AGBA ACQUISITION LIMITED
Room 1108, 11th Floor, Block B
New Mandarin Plaza, 14 Science Museum Road
Tsimshatsui East,
Kowloon, Hong
Kong
(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
|
Ordinary Shares, $0.001 par value |
|
AGBA |
|
NASDAQ Capital Market |
Warrants, each warrant exercisable for one-half of one Ordinary
Share for $11.50 per full share |
|
AGBAW |
|
NASDAQ Capital Market |
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.
INTRODUCTORY NOTE
Business Combination
On November 14, 2022, AGBA Acquisition Limited (“AGBA”), a British
Virgin Islands’ corporation, consummated a series of transactions
(the “Closing”) contemplated by the previously announced business
combination agreement, dated as of November 3, 2021 (as amended on
November 18, 2021, January 4, 2022, May 4, 2022, and October 21,
2022) (the “Business Combination Agreement”) by and among AGBA,
AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG
International Limited, TAG Asset Partners Limited, OnePlatform
International Limited, OnePlatform Holdings Limited, TAG Asia
Capital Holdings Limited, and TAG Holdings Limited (“TAG”) (the
“Business Combination”), as a result of the receipt of approval by
the shareholders of AGBA at the special meeting of the shareholders
of AGBA held on November 10, 2022 (the “Special Meeting”).
Upon the Closing: (i) AGBA became, through an acquisition merger,
the 100% owner of the issued and outstanding securities of each of
TAG International Limited and TAG Asia Capital Holdings Limited, in
exchange for 55,500,000 ordinary shares of AGBA, par value US$0.001
per share (the “Aggregate Stock Consideration”) to TAG (subject to
certain indemnity holdback provisions in the Business Combination
Agreement). This resulted in AGBA acquiring TAG International
Limited, TAG Asia Capital Holdings Limited, and their collective
subsidiaries (the “TAG Business”); (ii) the governing documents of
AGBA were amended and restated, becoming the Fifth Amended and
Restated Memorandum and Articles of Association as described in the
Proxy Statement (defined below); (iii) the number of AGBA’s
authorized ordinary shares was increased from 100 million to 200
million, and (iv) AGBA’s name changed to “AGBA Group Holding
Limited” which we also refer to, post-Business Combination, as the
“Company.”
Defined Terms
Unless otherwise defined herein, capitalized terms used in this
Current Report on Form 8-K have the same meaning as set forth in
the definitive proxy statement (the “Proxy Statement”) filed with
the Securities and Exchange Commission (the “SEC”) on October 28,
2022, by AGBA.
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, AGBA, TAG, and TAG’s corresponding
subsidiaries entered into a Forward Share Purchase Agreement (the
“Forward Share Purchase Agreement”) with Meteora Special
Opportunity Fund I, LP, Meteora Select Trading Opportunities
Master, LP, and Meteora Capital Partners, LP (collectively,
“Meteora”) on November 9, 2022. In connection with the Forward
Share Purchase Agreement, the Company entered into an escrow
agreement by and between AGBA and Meteora for the amount of
approximately US$17,000 in escrow agent fees and charges to secure
AGBA’s purchase obligations to Meteora.
Item 2.01 Completion of Acquisition or Disposition of
Assets.
The disclosure set forth in the “Introductory Note” is
incorporated into this Item 2.01 by reference.
As of November 14, 2022, holders of an aggregate of 2,025,719 AGBA
Shares exercised their right to redeem their AGBA Shares, after
giving effect to any redemption reversals requested by stockholders
to reverse their election to have their AGBA Shares redeemed.
Upon completion of the Business Combination, each of AGBA’s issued
and outstanding convertible notes and related party balances to its
sponsor, AGBA Holding Limited, automatically converted into 792,334
AGBA Shares.
FORM 10 INFORMATION
Item 2.01(f) of Form 8-K states that if the predecessor registrant
was a shell company, as AGBA was immediately before the Business
Combination, the registrant must disclose the information that
would be required if the registrant were filing a general form for
registration of securities on Form 10. Accordingly, the Company, as
the successor issuer to AGBA, is providing the information below
that would be included in a Form 10 if the Company were to file a
Form 10. Please note that information provided below relates to the
Company as the combined company after the consummation of the
Business Combination, unless otherwise specifically indicated or
the context otherwise requires.
Cautionary Statement Regarding Forward Looking Statements
This Current Report on Form 8-K, including the information
incorporated herein by reference, contains forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, including
statements about the anticipated benefits of the Business
Combination described herein, and the financial condition, results
of operations, earnings outlook, and prospects of Company. In
addition, any statements that refer to projections, forecasts, or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. Forward-looking statements are typically identified by
words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “forecast,” “intend,” “may,” “might”,
“ongoing,” “outlook,” “plan,” “possible”, “potential,” “predict,”
“project,” “should”, “strive”, “would”, “will,” and other similar
words and expressions, but the absence of these words does not mean
that a statement is not forward-looking.
The forward-looking statements are based on the current
expectations of the management of the Company and its management
and are inherently subject to uncertainties and changes in
circumstances and their potential effects and speak only as of the
date of such statement. There can be no assurance that future
developments will be those that have been anticipated. These
forward-looking statements involve a number of risks,
uncertainties, or other assumptions that may cause actual results
or performance to be materially different from those expressed or
implied by these forward-looking statements. These risks and
uncertainties include, but are not limited to, the following:
|
● |
the Company’s future capital
requirements and sources and uses of cash; |
|
● |
the Company’s ability to obtain
funding or raise capital for its operations and future growth, in
particular to fund capital expenditures, acquisitions and other
general corporate activities; |
|
● |
estimated future capital
expenditures needed to preserve the Company’s capital base; |
|
● |
economic downturns and the
possibility of rapid change in the industry in which the Company
operates; |
|
● |
assumptions regarding interest
rates and inflation; |
|
● |
product liability or regulatory
lawsuits or proceedings relating to the Company’s products and
services; |
|
● |
inability to secure or protect its
intellectual property; |
|
● |
dispute or deterioration of the
relationship with the Company’s major partners and
collaborators; |
|
● |
the outcome of any legal
proceedings that may be instituted against the Company following
completion of the Business Combination and transactions
contemplated thereby; |
|
● |
the ability to maintain the listing
of its ordinary shares on the Nasdaq Capital Market
(“Nasdaq”); |
|
● |
the risk that the Business
Combination disrupts current plans and operations; |
|
● |
the ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, and the ability of
the Company to grow and manage growth profitably; |
|
● |
costs related to the Business
Combination; |
|
● |
the possibility that COVID-19 may
adversely affect the results of operations, financial position and
cash flows after the Business Combination; and |
|
● |
other risks and uncertainties
indicated in the Proxy Statement, including those set forth under
the section entitled “Risk Factors.” |
Should one or more of these risks or uncertainties materialize or
should any of the assumptions made by the management of the Company
prove incorrect, actual results may vary in material respects from
those projected in these forward-looking statements.
All subsequent written and oral forward-looking statements
concerning the Business Combination or other matters addressed in
this Current Report on Form 8-K and attributable to the Company or
any person acting on its behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this Current Report on Form 8-K. Except to the extent required by
applicable law or regulation, the Company undertakes no obligation
to update these forward-looking statements to reflect events or
circumstances after the date of this Current Report on Form 8-K or
to reflect the occurrence of unanticipated events.
BUSINESS
The Company’s business operations after the Business Combination
are described in the Proxy Statement under the heading
“Information About the TAG Business,” which is incorporated
herein by reference.
RISK FACTORS
The risks associated with the Company’s business are described in
the Proxy Statement under the headings “Risk Factors - Risk
Factors Relating to the TAG Business’ Hong Kong Operations and
Proximity to the PRC,” “Risk Factors Relating to the TAG Business,”
“Risk Factors Relating to AGBA’s Business,” and “Risk Factors
Relating to the Business Combination,” which are incorporated
herein by reference.
FINANCIAL INFORMATION
Reference is made to the disclosure set forth in Item 9.01 of this
Current Report on Form 8-K concerning the financial information of
the TAG Business. Reference is further made to the disclosure
contained in the Proxy Statement in the sections titled
“OnePlatform Holdings Limited and TAG Asia Capital Limited
Summary Financial Information,” “Unaudited Pro Forma
Condensed Combined Financial Information,” “Unaudited Pro
Forma Condensed Combined Financial Statements,” “Notes to
Unaudited Pro Forma Condensed Combined Financial Information,”
and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations of the TAG Business” which are
incorporated herein by reference.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The disclosure contained under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations of the TAG Business” in the Proxy Statement is
incorporated herein by reference.
PROPERTIES
The facilities of the Company are described in the Proxy Statement
in the sections titled “Information about the TAG Business —
Property” and “Risk Factors – Risk Factors Relating to the
TAG Business – Substantially all of the TAG Business’s operations
are housed in one location. If the facilities are damaged or
rendered inoperable by natural or man-made disasters, the TAG
Business’s business may be negatively impacted” each of which
is incorporated herein by reference.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of ordinary shares immediately following the consummation
of the Business Combination on November 14, 2022 by:
|
● |
each person who is known by the
Company to be the beneficial owner of more than five percent of its
issued and outstanding ordinary shares; |
|
● |
each of the Company’s Named
Executive Officers and directors; and |
|
● |
all of the Company’s executive
officers and directors as a group. |
Beneficial ownership is determined in accordance with SEC rules and
includes voting or investment power with respect to securities and
generally includes shares issuable pursuant to options and warrants
that are currently exercisable or exercisable within 60 days.
Except as indicated by the footnotes below, the Company believes,
based on the information furnished to it, that the persons and
entities named in the table below will have sole voting and
investment power with respect to all stock that they beneficially
own, subject to applicable community property laws.
Ordinary shares issuable upon exercise of warrants or options
currently exercisable within 60 days are deemed outstanding solely
for purposes of calculating the percentage of total voting power of
the beneficial owner thereof.
Subject to the paragraph above, the percentage ownership of issued
shares is based on 60,041,986 shares of the Company’s ordinary
shares issued and outstanding immediately following the
consummation of the Business Combination on November 14, 2022. The
business address for each of the following entities or individuals
is AGBA Tower, 68 Johnston Road Wan Chai, Hong Kong SAR.
Name and Address of Beneficial Owner |
|
Number of Shares |
|
|
% |
|
Five Percent Holders of AGBA and the Post-Combination Company |
|
|
|
|
|
|
TAG(1) |
|
|
55,000,000 |
|
|
|
92.4 |
% |
|
|
|
|
|
|
|
|
|
Directors and Named Executive Officers of the Company |
|
|
|
|
|
|
|
|
Ng
Wing Fai |
|
|
— |
|
|
|
— |
|
Wong Suet Fai, Almond |
|
|
— |
|
|
|
— |
|
Brian Chan |
|
|
18,000 |
|
|
|
* |
|
Thomas Ng |
|
|
18,000 |
|
|
|
* |
|
Felix Wong |
|
|
— |
|
|
|
— |
|
All Directors and Named Executive Officers of the Company as a
group (5 individuals) |
|
|
36,000 |
|
|
|
* |
|
* |
Less than 1%. |
|
|
(1) |
As previously disclosed in the
Proxy Statement, TAG has undertaken not to make any such
distribution to its ultimate beneficial shareholders. Nothing in
this undertaking, however, shall prevent TAG, subject to compliance
with applicable law, from pledging or encumbering the Aggregate
Stock Consideration (including certain holdback shares) or selling
or otherwise disposing of any or all of the Aggregate Stock
Consideration (including certain holdback shares) to any other
person or persons for value consideration. |
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The disclosure contained in the Proxy Statement under the heading
“Directors, Executive Officers, and Corporate Governance –
Directors and Executive Officers after the Business
Combination” is incorporated herein by reference.
Upon the consummation of the transactions contemplated by the
Business Combination Agreement and documents related thereto, and
in accordance with the terms of the Business Combination Agreement,
each of Mr. Jeroen Nieuwkoop, Mr. Shu Pei Huang, Desmond, and Mr.
Richard Kong were appointed as executive officers of the Company as
Chief Strategy Officer, Acting Group Chief Financial Officer
(Principal Financial Officer), and Deputy Chief Financial
Officer/Company Secretary, respectively.
Mr. Jeroen Nieuwkoop currently serves as the Chief Strategy Officer
of the Company as well as the Group Chief Strategy Officer for the
Legacy Group, a position he has occupied since May 2021. Mr.
Nieuwkoop previously worked at Fubon Financial and Primus Pacific
Partners and has over 20 years’ experience in private equity, funds
set-up, investments and divestments, mergers and acquisitions, as
well as general corporate finance across the financial services
industry in Asia. Mr. Nieuwkoop started his career as an investment
banker in the Financial Institutions Group at Salomon Smith Barney
(now known as Citigroup) in New York.
On November 1, 2022, Mr. Nieuwkoop entered into a Letter of
Appointment and Transfer, effective from November 1, 2022, pursuant
to which Mr. Nieuwkoop’s employment was transferred from AGBA
Management Company Limited to AGBA Group Limited (formerly known as
Tandem Money Hong Kong Limited). His employment agreement provides
for an annual basic salary in 12 monthly installments and a
discretionary annual performance bonus to be determined by the
management of AGBA Group Limited. Mr. Nieuwkoop is also entitled to
participate in the Mandatory Provident Fund Scheme (Hong Kong’s
government retirement savings program) and certain employee and
fringe benefit plans as may be in effect from time to time for
similarly situated employees. Mr. Nieuwkoop’s employment agreement
subjects him to the following restrictive covenants: (i) employment
term and six months post-termination non-solicitation of business
from any customers or accounts of AGBA Group Limited or its
associated companies with whom Mr. Nieuwkoop has had service or
dealings while employed by AGBA Group Limited; (ii) employment term
and six months post-termination non-solicitation of any sales
person, consultants, or employees of AGBA Group Limited or its
associated companies to terminate his or her employment with AGBA
Group Limited or its associated companies; and (iii) perpetual
confidentiality.
Mr. Shu Pei Huang, Desmond, currently serves as the Acting Group
Chief Financial Officer (Principal Financial Officer) of the
Company as well as the Director of Corporate Development as well as
the Acting Group Chief Financial Officer of the Legacy Group,
having served in these roles since September 2015 and April 2021,
respectively. Mr. Shu also presently serves as a director of both
B2B and Fintech. He was also a director of OnePlatform Holdings
Limited prior to the OnePlatform Holdings Limited merger. Before
joining the Legacy Group, Mr. Shu was the Vice President of Primus
Holdings (H.K.) Ltd, an Asia investment holding company with a
focus on the financial services industry. Prior to that, he was the
corporate development manager of DRB-HICOM Berhad, one of the
largest diverse conglomerates in Malaysia with business across
banking, insurance, automobile, and services. Mr. Shu has over 20
years of experience in the investment banking and financial
services industry and has gained all-round experience through
working with MIMB Investment Bank, SIBB Investment Bank, and KPMG
Corporate Services.
On November 1, 2022, Mr. Shu entered into a Letter of Appointment
and Transfer, effective from November 1, 2022, pursuant to which
Mr. Shu’s employment was transferred from AGBA Management Company
Limited to AGBA Group Limited (formerly known as Tandem Money Hong
Kong Limited). His employment agreement provides for an annual
basic salary in 12 monthly installments and a discretionary annual
performance bonus to be determined by the management of AGBA Group
Limited. Mr. Shu is also entitled to participate in the Mandatory
Provident Fund Scheme (Hong Kong’s government retirement savings
program) and certain employee and fringe benefit plans as may be in
effect from time to time for similarly situated employees. Mr.
Shu’s employment agreement subjects him to the following
restrictive covenants: (i) employment term and six months
post-termination non-solicitation of business from any customers or
accounts of AGBA Group Limited or its associated companies with
whom Mr. Shu has had service or dealings while employed by AGBA
Group Limited; (ii) employment term and six months post-termination
non-solicitation of any sales person, consultants, or employees of
AGBA Group Limited or its associated companies to terminate his or
her employment with AGBA Group Limited or its associated companies;
and (iii) perpetual confidentiality.
Mr. Richard Kong is the Company’s Deputy Chief Financial Officer
and Company Secretary. Mr. Kong has over 25 years of experience in
the finance and accounting fields. Prior to joining AGBA, he was
the Chief Financial Officer and Company Secretary of a company
listed in Hong Kong for over 14 years where he gained extensive
experience in corporate exercises, corporate governance, and
compliance-related matters. Previously, he was a manager at Ernst
& Young Hong Kong. Mr. Kong holds a BBA in Accounting degree
from Hong Kong Baptist University and MBA from University of South
Australia. He is also a fellow member of the Hong Kong Institute of
Certified Public Accountants and the Association of Chartered
Certified Accountants.
On March 28, 2022, Mr. Kong entered into a Letter of Appointment
and Transfer, effective from April 1, 2022, pursuant to which Mr.
Kong’s employment was transferred from TAG Financial Holdings
Limited to AGBA Management Company Limited. His employment
agreement provides for an annual basic salary in 12 monthly
installments and a discretionary annual performance bonus to be
determined by the management of AGBA Management Company Limited.
Mr. Kong is also entitled to participate in the Mandatory Provident
Fund Scheme (Hong Kong’s government retirement savings program) and
certain employee and fringe benefit plans as may be in effect from
time to time for similarly situated employees. Mr. Kong’s
employment agreement subjects him to the following restrictive
covenants: (i) employment term and six months post-termination
non-solicitation of business from any customers or accounts of AGBA
Management Company Limited or its associated companies with whom
Mr. Kong has had service or dealings while employed by AGBA
Management Company Limited; (ii) employment term and six months
post-termination non-solicitation of any sales person, consultants,
or employees of AGBA Management Company Limited or its associated
companies to terminate his or her employment with AGBA Management
Company Limited or its associated companies; and (iii) perpetual
confidentiality.
EXECUTIVE COMPENSATION
The disclosure contained in the Proxy Statement under the heading
“Executive Compensation” is incorporated herein by
reference. The information incorporated herein by reference is
qualified in its entirety by reference to the employment agreements
included as Exhibits 10.3 and 10.4 to this Current Report on Form
8-K, which are incorporated herein by reference.
At the Special Meeting, the shareholders of AGBA adopted and
approved the “Share Award Scheme Proposal” (the “Share Award
Scheme”), which became effective for the Company upon the Closing.
The material features of the Share Award Scheme are described in
the Proxy Statement under the headings “Proposal No. 5 - The
Share Award Scheme Proposal,” which is incorporated herein by
reference.
This summary and the information incorporated herein by reference
is qualified in its entirety by reference to the text of the Share
Award Scheme, which is included as Exhibit 10.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The certain relationships and related party transactions of the TAG
Business are described in the Proxy Statement under the heading
“Certain Transactions and Related Party Transactions – Certain
Transactions of the TAG Business,” which section is
incorporated herein by reference. The certain relationships and
related party transactions of AGBA are described in the Proxy
Statement under the heading “Certain Transactions and Related
Party Transactions – Certain Transactions of AGBA,” which
section is incorporated herein by reference.
LEGAL PROCEEDINGS
Reference is made to the disclosure regarding legal proceedings in
the section of the Proxy Statement entitled “Information About
the TAG Business - Legal Proceedings,” which section is
incorporated herein by reference.
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND
RELATED SHAREHOLDER MATTERS
The Company’s ordinary shares began trading on Nasdaq under the
symbol “AGBA” and its warrants began trading on Nasdaq under the
symbol “AGBAW” on November 15, 2022. The Company has not paid any
cash dividends on its ordinary shares to date. It is the present
intention of the Company’s board of directors (the “Board) to
retain future earnings for the development, operation, and
expansion of its business, and the Board does not anticipate
declaring or paying any cash dividends for the foreseeable future.
The payment of dividends is within the discretion of the Board and
will be contingent upon the Company’s future revenues and earnings,
as well as its capital requirements and general financial
condition. Prior to November 15, 2022, AGBA’s units, ordinary
shares, rights, and warrants were traded on Nasdaq under the
symbols “AGBAU,” “AGBA,” “AGBAR,” and “AGBAW,” respectively.
RECENT SALES OF UNREGISTERED SECURITIES
Reference is made to the disclosure set forth under Item 3.02 of
this Current Report on Form 8-K concerning the issuance of shares
of AGBA Shares in connection with the Business Combination.
DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED
A description of the Company’s ordinary shares is included in the
Proxy Statement under the headings “Description of AGBA’s and
AGBA Group Holding Limited’s Securities – Description of AGBA Group
Holding Limited’s Securities – AGBA Group Holding Limited Ordinary
Shares” and “Proposal No. 2 – The Amendment
Proposal,” each section being incorporated herein by
reference.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Information about the indemnification of the Company’s directors
and executive officers is set forth in the Proxy Statement in the
sections entitled “Certain Transactions and Related Party
Transactions – Certain Transactions of the TAG Business
- Indemnification” and “Description of AGBA’s and AGBA
Group Holding Limited’s Securities – Description of AGBA Group
Holding Limited’s Securities – Limitations on Liability and
Indemnification of Officers and Directors,” and that
information is incorporated herein by reference.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth under Item 9.01 of this Current Report on
Form 8-K is incorporated herein by reference.
FINANCIAL STATEMENTS AND EXHIBITS
The information set forth under Item 9.01 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
The AGBA Shares issued pursuant to the Business Combination
Agreement were not registered under the Securities Act in reliance
upon the exemption provided in Section 4(a)(2) of the Securities
Act.
Item 3.03. Material Modification to Rights of Security Holders.
The shareholders of AGBA approved the Fifth Amended and Restated
Memorandum and Articles of Association (the “Amended and Restated
Memorandum and Articles of Association”) at the Special Meeting. In
connection with the Closing, the Company adopted the Amended and
Restated Memorandum and Articles of Association, effective as of
the Closing. Reference is made to the disclosure described in the
Proxy Statement in the section titled “Proposal No. 2 - the
Amendment Proposal”, which is incorporated herein by
reference.
The full text of the Amended and Restated Memorandum and Articles
of Association, which is included as Exhibit 3.1 to this Current
Report on Form 8-K, is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
Reference is made to the disclosure in the Proxy Statement in the
section titled “Proposal No. 1 – The Business Combination
Proposal,” which is incorporated herein by reference. Further
reference is made to the “Introductory Note” and the
information contained in Item 2.01 to this Current Report on Form
8-K, which is incorporated herein by reference.
Immediately after giving effect to the Business Combination, there
were 60,041,986 AGBA Shares issued and outstanding. As of such
time, our executive officers and directors and affiliates held or
controlled less than 1% of our outstanding shares of ordinary
shares.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The information set forth in the Proxy Statement under the heading
“Directors, Executive Officers, and Corporate Governance —
Directors and Executive Officers after the Business
Combination,” is incorporated by reference herein.
As of Closing, Mr. Shu Pei Huang, Desmond now serves as the Acting
Group Chief Financial Officer (Principal Financial Officer) of the
Company.
There are no family relationships between Mr. Shu and any director
or executive officer of the Company, and the Company has not
entered into any transactions with Mr. Shu that are reportable
pursuant to Item 404(a) of Regulation S-K. There are no
arrangements or understandings between Mr. Shu and any other
persons pursuant to which he was selected as the Acting Group Chief
Financial Officer (Principal Financial Officer) of the Company.
In connection with the Closing of the Business Combination, the
Company adopted the Share Award Scheme, the material features of
which are described in the Proxy Statement under the heading
“Proposal No. 5 – The Share Award Scheme Proposal,” and such
description is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information contained in Item 3.03 of this Current Report on
Form 8-K is incorporated in this Item 5.03 by reference.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver
of a Provision of the Code of Ethics.
The Board adopted a Code of Ethics and Conduct applicable to its
directors, executive officers, employees, and designated agents and
representatives that complies with the rules and regulations of
Nasdaq and the SEC. The Code of Ethics and Conduct is available on
the Company’s website at
“https://www.agba.com/media/2022/11/AGBA-Group-Code-of-Ethics-and-Conduct.pdf”
under the “Investors – Leadership and Governance” tab of
AGBA’s website – AGBA.com. In addition, a copy of the Code of
Ethics and Conduct will be provided without charge upon request to
the Company in writing to the Company’s Head of Legal and
Compliance at anthony.chung@agba.com / +852 3601 8314.
Any waivers under the Code of Ethics and Conduct will be disclosed
on a Current Report on Form 8-K or as otherwise permitted by the
rules of the SEC and Nasdaq (or other stock exchange on which the
Company’s securities are then listed).
Item 5.06. Change in Shell Company Status.
As a result of the consummation of the Business Combination, AGBA
ceased to be a shell company. The material terms of the Business
Combination are described in the Proxy Statement under the heading
“Proposal No. 1 – The Business Combination Proposal” and
“Proposal No. 2 – The Amendment Proposal,” which is
incorporated herein by reference.
Further, the information set forth in the “Introductory
Note” and under Item 2.01 of this Current Report on Form 8-K is
incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On November 14, 2022, the Company issued a press release announcing
the consummation of the Business Combination. A copy of the press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited,
and their subsidiaries’ financial statements for the years ended
December 31, 2021 and 2020, the six months ended June 30, 2022 and
2021, and the related notes are incorporated by reference to such
financial statements appearing on pages F-52 to F-122 of the Proxy
Statement.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements
of OnePlatform Holdings Limited and TAG Asia Capital Holdings
Limited as of June 30, 2022 are set forth in Exhibit 99.2 hereto
and are incorporated herein by reference.
(d) Exhibits.
Exhibit No. |
|
Description |
2.1 |
|
Business
Combination Agreement, dated November 3, 2021, by and among AGBA
Acquisition Limited, AGBA Merger Sub I Limited, AGBA Merger Sub II
Limited, TAG International Limited, TAG Asset Partners Limited,
OnePlatform International Limited, OnePlatform Holdings Limited,
TAG Asia Capital Holdings Limited, and TAG Holdings Limited (the
“Business Combination Agreement”) |
2.2 |
|
Amendment
No. 1 to the Business Combination Agreement, dated November 18,
2021 |
2.3 |
|
Amendment No. 2 to the Business Combination
Agreement, dated January 4, 2022 |
2.4 |
|
Amendment No. 3 to the Business Combination
Agreement, dated May 4, 2022 |
2.5 |
|
Business Combination Agreement Waiver and
Amendment, dated October 21, 2022 |
3.1 |
|
Fifth
Amended and Restated Memorandum and Articles of
Association |
4.1 |
|
Form
of Ordinary Share certificate |
4.2 |
|
Form
of Warrant |
10.2 |
|
Share
Award Scheme |
10.3 |
|
Letter of
Appointment and Transfer (Ng Wing Fai) |
10.4 |
|
Letter of
Appointment and Transfer (Wong Suet Fai Almond) |
21.1 |
|
Subsidiaries of the Registrant |
99.1 |
|
Press
Release (Closing), dated November 14, 2022 |
99.2 |
|
Unaudited Pro Forma Financial
Information |
104 |
|
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
AGBA GROUP HOLDING
LIMITED |
|
|
|
|
|
By: |
/s/ Ng Wing Fai |
|
|
Name: |
Ng Wing Fai |
|
|
Title: |
Chairman and Executive
Director |
|
|
|
|
Dated: November 18,
2022 |
|
|
|
10
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