UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO §240.13d-2
AGBA Acquisition Limited
(Name of Issuer)
Ordinary Shares, $0.001 par value
(Title of Class of Securities)
G0120M 109
(CUSIP Number)
December 31, 2019
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| ☐ | Rule 13d-1 (c) |
| ☒ | 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 the disclosures provided in a prior cover page.
The information required in 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).
(Continued on following page(s))
Page 1 of 7 Pages
| CUSIP No. G0120M 109 | 13G | Page2of7Pages |
| 1 | NAME OF REPORTING PERSON
AGBA Holding Limited |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES OWNED BY REPORTING PERSON | 5 | SOLE VOTING POWER
1,261,000(1) |
| 6 | SHARED VOTING POWER
-0- | |
| 7 | SOLE DISPOSITIVE POWER
1,261,000(1) | |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,000(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.10% |
| 12 | TYPE OF REPORTING PERSON*
FI |
(1) Does not include (a) 112,500 ordinary shares issuable upon exercise of 225,000 warrants owned by AGBA Holding Limited or (b) 22,500 ordinary shares issuable upon conversion of rights owned by AGBA Holding Limited . Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) May 14, 2019, and expires 5 years after the completion of an initial business combination, or earlier upon redemption. The rights convert automatically upon the closing of a business combination.
| CUSIP No. G0120M 109 | 13G | Page3of7Pages |
| 1 | NAME OF REPORTING PERSON
Samuel Chan |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong |
NUMBER OF SHARES OWNED BY REPORTING PERSON | 5 | SOLE VOTING POWER
1,261,000(1) |
| 6 | SHARED VOTING POWER
-0- | |
| 7 | SOLE DISPOSITIVE POWER
1,261,000(1) | |
| 8 | SHARED DISPOSITIVE POWER
-0- |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,261,000(1) |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
21.10% |
| 12 | TYPE OF REPORTING PERSON*
IN |
(1) Consists of the ordinary shares owned by AGBA Holding Limited . Does not include (a) 112,500 ordinary shares issuable upon exercise of 225,000 warrants owned by AGBA Holding Limited or (b) 22,500 ordinary shares issuable upon conversion of rights owned by AGBA Holding Limited . Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) May 14, 2019, and expires 5 years after the completion of an initial business combination, or earlier upon redemption. The rights convert automatically upon the closing of a business combination.
| CUSIP No. G0120M 109 | 13G | Page4of7Pages |
Item 1.
| (a) | Name of Issuer:AGBA Acquisition Limited |
| (b) | Address of Issuer's Principal Executive Offices: |
Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong
Item 2.
| (a) | Name of Person Filing:AGBA Holding Limited | ||
| Samuel Chan | |||
| (b) | Address of Principal Business Office or if none, Residence: |
c/o AGBA Acquisition Limited
Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong
| (c) | Citizenship:AGBA Holding Limited – British Virgin Islands | ||
| Samuel Chan – Hong Kong | |||
| (d) | Title of Class of Securities:Ordinary shares, $0.001 par value |
| (e) | CUSIP Number:G0120M 109 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
AGBA Holding Limited – 1,261,000 shares.
Samuel Chan – 1,261,000 shares. Consists of ordinary shares owned by AGBA Holding Limited .
The foregoing does not include (a) 112,500 ordinary shares issuable upon exercise of 225,000 warrants owned by AGBA Holding Limited or (b) 22,500 ordinary shares issuable upon conversion of rights owned by AGBA Holding Limited . Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) May 14, 2019, and expires 5 years after the completion of an initial business combination, or earlier upon redemption. The rights convert automatically upon the closing of a business combination.
Samuel Chan has voting and dispositive power over the securities owned by AGBA Holding Limited.
| CUSIP No. G0120M 109 | 13G | Page5of7Pages |
| (b) | Percent of Class: |
AGBA Holding Limited – 21.10%
Samuel Chan – 21.10%
The foregoing percentages are based on 5,975,000 ordinary shares outstanding as of December 31, 2019.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
AGBA Holding Limited – 1,261,000 shares.
Samuel Chan – 1,261,000 shares.
| (ii) | shared power to vote or to direct the vote: |
AGBA Holding Limited – 0 shares.
Samuel Chan – 0 shares.
| (iii) | sole power to dispose or to direct the disposition of: |
AGBA Holding Limited – 1,261,000 shares.
Samuel Chan – 1,261,000 shares.
| (iv) | shared power to dispose or to direct the disposition of: |
AGBA Holding Limited – 0 shares.
Samuel Chan – 0 shares.
| Item 5. | Ownership of Five Percent or Less of a Class:Not Applicable |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person:Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: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. | Certifications:Not Applicable |
| CUSIP No. G0120M 109 | 13G | Page6of7Pages |
SIGNATURE
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.
February 14, 2020
| AGBA HOLDING LIMITED | |||
| By: | /s/ Samuel Chan | ||
| Name: | Samuel Chan | ||
| Title: | Director | ||
| /s/ Samuel Chan | |||
| Samuel Chan | |||
| CUSIP No. G0120M 109 | 13G | Page7of7Pages |
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, $0.001 par value, of AGBA Acquisition Limited, a British Virgin Islands company, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 14, 2020.
| AGBA HOLDING LIMITED | |||
| By: | /s/ Samuel Chan | ||
| Name: | Samuel Chan | ||
| Title: | Director | ||
| /s/ Samuel Chan | |||
| Samuel Chan | |||
