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
October 21, 2022
Date of Report (Date of earliest event reported)
AGBA Acquisition 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.) |
Room 1108, 11th Floor, Block B New Mandarin Plaza,14 Science Museum Road Tsimshatsui East, Kowloon, Hong Kong | | N/A |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +852 6872 0258
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 |
| Units, each consisting of one Ordinary Share, $0.001 par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share | | AGBAU | | NASDAQ Capital Market |
| Ordinary Shares | | AGBA | | NASDAQ Capital Market |
| Warrants | | AGBAW | | NASDAQ Capital Market |
| Rights | | AGBAR | | 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.
Item 1.01 Entry into Material Definitive Agreements.
As previously disclosed, AGBA Acquisition Limited, a British Virgin Islands business company (“AGBA” or the “Acquiror”), TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned subsidiaries - OnePlatform Holdings Limited (“OPH”), 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 and May 4, 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 (as defined below) were waived. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Business Combination Agreement.
On October 21, 2022, the parties entered into a Business Combination Agreement Waiver and Amendment (the “Waiver and Amendment”), pursuant to which, among other things:
| ● | the parties agreed that the Outside Closing Date (as defined in the Business Combination Agreement) of the proposed transactions contemplated by the Business Combination Agreement shall be extended from October 31, 2022 to December 31, 2022; |
| ● | the parties agree that the Aggregate Stock Consideration (as defined in the Business Combination Agreement) less three percent (3%) of the Aggregate Stock Consideration (the “Holdback Shares”) shall be delivered to TAG at the closing of the Business Combination Agreement (the “Closing”), and the Holdback Shares shall be released to TAG at the end of the Survival Period (as defined in the Business Combination Agreement), provided that AGBA will be entitled to retain some or all of the Holdback Shares to satisfy certain indemnification claims during the Survival Period; |
| ● | TAG and its subsidiaries agreed that the minimum cash condition required of the Post-Combination Company (as defined in the Business Combination Agreement) at the Closing as a condition to Closing will be waived, and there will be no requirement for a PIPE Investment (as defined in the Business Combination Agreement) prior to Closing; and |
| ● | TAG agreed to an irrevocable and unconditional undertaking not to distribute the Aggregate Stock Consideration (including the Holdback Shares when released pursuant to Business Combination Agreement) to its direct or indirect ultimate beneficial shareholders (the “Ultimate Beneficial Shareholders”), provided that nothing in the Waiver and Amendment shall prevent TAG, subject to compliance with applicable law, from offering, selling, contracting to sell, pledging, encumbering or otherwise disposing of, directly or indirectly, the Aggregate Stock Consideration (including the Holdback Shares) to any person or persons for value consideration, including, but not limited to, by registering the resale of all or part of the Aggregate Stock Consideration (including the Holdback Shares) on a Form S-1 for the purpose of distributing the cash proceeds from such resale to the Ultimate Beneficial Shareholders or in such other manner and by such other procedures as TAG may deem appropriate at its sole and exclusive discretion to achieve such purpose, in compliance with applicable law. |
A copy of the Waiver and Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Additional Information and Where to Find It
In connection with the transaction described by the Business Combination Agreement (as amended), AGBA will file relevant materials with the SEC, including a proxy statement. 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 that are party to the Business Combination Agreement, 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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 21, 2022 | |
| | |
| AGBA ACQUISITION LIMITED | |
| | |
| By: | /s/ Gordon Lee | |
| Name: | Gordon Lee | |
| Title: | Chief Executive Officer | |
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