Additional Proxy Soliciting Materials (definitive) (defa14a)
May 06 2022 - 3:03PM
Edgar (US Regulatory)
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
May 4, 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,
on November 3, 2021, AGBA Acquisition Limited, a British Virgin Islands business company (“AGBA” or the “Acquiror”),
entered into a business combination agreement (the “Business Combination Agreement”) with 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”).
On November 18, 2021,
the parties entered into an amendment to the Business Combination Agreement (the “First Amendment”). On January 4,
2022, the parties, together with AGBA’s newly established wholly-owned subsidiaries, AGBA Merger Sub I Limited and AGBA Merger Sub
II Limited, entered into a second amendment of the Business Combination Agreement (the “Second Amendment”).
On May 4, 2022, parties
of the Business Combination Agreement, as amended, entered into a third amendment to the Business Combination Agreement (the “Third
Amendment”). Pursuant to the Third Amendment, the parties have agreed that, among other things, (i) the Outside Closing Date
(as defined in the Business Combination Agreement) of the proposed transactions contemplated by the Business Combination Agreement shall
be extended to October 31, 2022 from April 30, 2022, and (ii) each party shall use its reasonable best efforts to finalize all Additional
Agreements (as defined in the Business Combination Agreement) and other ancillary documents contemplated by the Business Combination Agreement
no later than September 30, 2022.
A copy of the Third 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, 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
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: May 6, 2022 |
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|
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AGBA ACQUISITION LIMITED |
|
|
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By: |
/s/ Gordon Lee |
|
Name: |
Gordon Lee |
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Title: |
Chief Executive Officer |
|
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