Amended Current Report Filing (8-k/a)
20 December 2022 - 08:22AM
Edgar (US Regulatory)
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AGBA:OrdinaryShares0.001ParValueMember 2022-11-14 2022-11-14
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AGBA:WarrantsEachWarrantExercisableForOnehalfOfOneOrdinaryShareFor11.50PerFullShareMember
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xbrli:shares
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
(Amendment No. 1)
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 19, 2022 (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
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
|
|
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
This Amendment No. 1 on Form 8-K/A (this “Amendment”) amends the
Current Report on Form 8-K of AGBA Group Holding Limited (f/k/a
AGBA Acquisition Limited) (the “Company”), originally filed by the
Company on November 18, 2022 (the “Original Report”), in which the
Company reported, among other events, the consummation of the
Business Combination (as defined in the Original Report) on
November 14, 2022.
This Amendment is being filed solely for the purpose of
supplementing the previously filed consolidated financial
statements and pro forma condensed consolidated financial
information provided under Item 9.01(a) and 9.01(b) in the Original
Report to include (i) the unaudited consolidated financial
statements of OnePlatform International Limited (f/k/a OnePlatform
Holdings Limited) and TAG Asia Capital Holdings Limited (the “TAG
Business”), as of September 30, 2022 and for the nine months ended
September 30, 2022 and 2021, (ii) the related Management’s
Discussion and Analysis of Financial Condition and Results of
Operations of the TAG Business as of September 30, 2022 and for the
nine months ended September 30, 2022 and 2021, and (iii) the
unaudited pro forma condensed combined financial information of the
TAG Business as of and for the nine months ended September 30,
2022.
This Amendment does not amend any other item of the Original Report
or purport to provide an update or a discussion of any developments
at the Company or its subsidiaries subsequent to the filing date of
the Original Report. The information previously reported in or
filed with the Original Report is hereby incorporated by reference
to this Amendment.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The unaudited condensed consolidated financial statements of the
TAG Business as of September 30, 2022 and for the nine months ended
September 30, 2022 and 2021, and the related notes thereto are
attached to this Amendment as Exhibit 99.1 and are incorporated
herein by reference.
Also included as Exhibit 99.3 and incorporated herein by reference
is the Management’s Discussion and Analysis of Financial Condition
and Results of Operations of the TAG Business as of September 30,
2022 and for the nine months ended September 30, 2022 and 2021.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial statements
of the TAG Business as of and for the nine months ended September
30, 2022 is filed as Exhibit 99.2 hereto and incorporated herein by
reference.
(d) Exhibits.
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/
Shu Pei Huang, Desmond |
| |
|
Name: |
Shu
Pei Huang, Desmond |
| |
|
Title: |
Acting
Group Chief Financial Officer |
| |
|
|
|
| Dated:
December 19, 2022 |
|
|
|
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