AGBAW AGBA Group Holding Ltd

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 2, 2024

 

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 Wanchai, Hong Kong SAR		N/A
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: +852 3601 8363

 

Not Applicable

(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 (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 r whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of thiap or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

 

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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, on September 20, 2023, AGBA Group Holding Limited (the “Company”) received a letter from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires companies listed on Nasdaq to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days. As of May 3, 2024, the closing bid price of the ordinary shares of the Company has been over $1.00 per share for a minimum of 10 consecutive business days. On May 3, 2024, Nasdaq confirmed that the Company had regained compliance with Rule 5550(a)(2) and that this matter is now closed.

 

On May 6, 2024, AGBA issued a press release about this matter. Attached hereto as Exhibit 99.1 and incorporated into this Item 3.01 by reference is the copy of the press release.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

As disclosed on the Current Report on Form 8-K filed by the Company on November 8, 2023, the Company commenced a private placement (the “PIPE”) of ordinary shares of the Company (the “Ordinary Shares”) and warrants (the “Warrants”) and entered into certain term sheets with certain investors. On February 15, 2024, the Company has completed the execution of the PIPE term sheets and anticipates to receive the full gross proceeds of approximately $5,128,960 at the closing of PIPE, in consideration of (i) 7,349,200 Ordinary Shares, and (ii) Warrants to purchase up to 1,469,840 Ordinary Shares at a purchase price of $0.70 per Ordinary Share and associated Warrant. On May 2, 2024, the PIPE closed.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated May 6, 2024
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/ Shu Pei Huang, Desmond
		Name:	Shu Pei Huang, Desmond
		Title:	Acting Group Chief Financial Officer

 

Dated: May 6, 2024

 

 

2

 

Exhibit 99.1

 

 

【For Immediate Release】

 

Empowering Shareholders:

AGBA’s US$4b Merger with Triller Ushers in New Era of Value Creation

 

LOS ANGELES, May 06, 2024 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “Company” or the “Group”), the leading one-stop financial supermarket in Hong Kong reaffirms its unwavering dedication to creating shareholder value through a collaborative team effort and strategic initiatives. Since going public via a SPAC in November 2023, AGBA’s team of over 1,500+ employees has worked tirelessly everyday in delivering steady growth persistently quarter after quarter maintaining our market leadership.

 

At the same time, we work constantly testing and creating partnership and acquisition opportunities that would provide important long-term strategic advantages. The $4 billion merger of AGBA and Triller announced on April 18, is a direct result of such team efforts. AGBA’s shares have traded well. As a result, we are pleased that AGBA has been informed by The Nasdaq Stock Market LLC (“Nasdaq”) that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the “Rule”) for continued listing.

 

Our teams have wasted no time in joining forces and collaborating closely across all areas of operations and planning. The integration efforts are well underway, leveraging the expertise and synergies of both organizations to drive enhanced stakeholder value. As we progress through the integration and regulatory approval process, our teams remain motivated and confident in the merger’s potential to unlock new growth opportunities and deliver enhanced value to our stakeholders.

 

Mr. Wing-Fai Ng, Group President of AGBA Group Holding Limited said “Creating shareholder value is not a throwaway line at AGBA. We single-mindedly focus on it. Our colleagues and I are proud shareholders in our exceptional company. We are deeply grateful and highly energized by the overwhelmingly positive response to our $4 billion merger with Triller. We are all excited about working non-stop to seize this ‘once-in-a-generation’ opportunity.”

 

For more details, please refer to the company’s report on Form 8-K filed with the Securities and Exchange Commission on 6 May 2024.

 

# # #

 

About AGBA Group:

 

Established in 1993, AGBA Group Holding Limited (NASDAQ: “AGBA”) is a leading one-stop financial supermarket based in Hong Kong offering the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs. Trusted by over 400,000 individual and corporate customers, the Group is organized into four market-leading businesses: Platform Business, Distribution Business, Healthcare Business, and Fintech Business.

 

For more information about AGBA, please visit www.agba.com

 

Investor Relations and Media Contact:

 

Ms. Bethany Lai media@agba.com/ ir@agba.com +852 5529 4500

Social Media Channels: agbagroup LinkedIn | X | Instagram | Facebook | YouTube

 

 

 

 

 

 

Safe Harbor Statement

 

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; the outcome of any legal proceedings that may be instituted against us following the consummation of the business combination; expectations regarding our strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in Hong Kong and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC, the length and severity of the recent coronavirus outbreak, including its impacts across our business and operations. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

 

 

 

 

 

v3.24.1.u1

Cover	May 02, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 02, 2024
Entity File Number	001-38909
Entity Registrant Name	AGBA GROUP HOLDING LIMITED
Entity Central Index Key	0001769624
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	AGBA Tower
Entity Address, Address Line Two	68 Johnston Road
Entity Address, City or Town	Wanchai
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	852
Local Phone Number	3601 8363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Ordinary Shares, $0.001 par value
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	AGBA
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one-half of one Ordinary Share for
Title of 12(b) Security	Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share
Trading Symbol	AGBAW
Security Exchange Name	NASDAQ

---