Current Report Filing (8-k)
November 27 2020 - 6:06AM
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
November
25, 2020
Date
of Report (Date of earliest event reported)
AGBA
Acquisition Limited
(Exact
Name of Registrant as Specified in its Charter)
British Virgin Islands
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001-38909
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n/a
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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Room
1108, 11th Floor, Block B
New
Mandarin Plaza, 14 Science Museum Road
Tsimshatsui
East, Kowloon, Hong Kong
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n/a
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: +852 6872 0258
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on
which
registered
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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
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AGBAU
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NASDAQ
Capital Market
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Ordinary
Shares
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AGBA
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NASDAQ
Capital Market
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Warrants
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AGBAW
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NASDAQ
Capital Market
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Rights
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AGBAR
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NASDAQ
Capital Market
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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. ☐
IMPORTANT
NOTICES
Important
Notice Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act
of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements
about the potential transactions among AGBA Acquisition Limited (“AGBA”) and Convoy Global Holdings Limited or its
affiliate (“Convoy”) and the transactions contemplated thereby, and the parties’ perspectives and expectations,
are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction,
including the anticipated initial enterprise value and post-closing equity value, the benefits of the proposed transaction, integration
plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined company, and the expected timing of the transactions.
The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar
expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and
are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and
operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such
risks and uncertainties include, but are not limited to: (i) risks related to the expected timing and likelihood of entering into
and completion of the pending transaction, including the risk that the potential transaction may not close due to one or more
pre-conditions to the transaction not being satisfied or waived, such as regulatory approvals not being obtained, on a timely
basis or otherwise, or that a governmental entity prohibited, delayed or refused to grant approval for entering into or the consummation
of this proposed transaction or required certain conditions, limitations or restrictions in connection with such approvals; (ii)
risks related to the ability of AGBA and Convoy to successfully integrate the businesses; (iii) the occurrence of any event, change
or other circumstances that could give rise to the termination of the applicable transaction agreements; (iv) the risk that there
may be a material adverse change with respect to the financial position, performance, operations or prospects of Convoy or AGBA;
(v) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (vi) the
risk that any announcements relating to the proposed transaction could have adverse effects on the market price of AGBA’s
securities; (vii) the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Convoy
and AGBA to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and
on their operating results and businesses generally; (viii) the risk that the combined company may be unable to achieve cost-cutting
synergies or it may take longer than expected to achieve those synergies; and (ix) risks associated with the financing of the
proposed transaction. A further list and description of risks and uncertainties can be found in AGBA’s Annual Report on
Form 10-K for the fiscal year ending December 31, 2019 filed with the SEC, in AGBA’s quarterly reports on Form 10-Q filed
with the SEC subsequent thereto and in the business combination agreement to entered by the parties and proxy statement that will
be filed with the SEC by the AGBA in connection with the proposed transactions, and other documents that the parties may file
or furnish with the SEC, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such
forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking
statements relate only to the date they were made, and AGBA, Convoy, and their subsidiaries undertake no obligation to update
forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable
regulation.
Additional
Information and Where to Find It
In
connection with the transaction described herein, AGBA will file a Current Report on Form 8-K if a definitive business combination
agreement is signed and a preliminary proxy statement, with the Securities and Exchange Commission (the “SEC”) and
AGBA will file additional relevant materials with SEC. A proxy statement and a proxy card will be mailed to AGBA’s shareholders
as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. 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 TRANSACTIONS THAT AGBA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
AGBA, CONVOY AND THE TRANSACTIONS.
Participants
in Solicitation
AGBA,
Convoy, certain shareholders of AGBA, 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’s ordinary shares is set forth
in AGBA’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC. 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.
Item
7.01. Regulation FD Disclosure.
On
November 25, 2020, AGBA Acquisition Limited (“AGBA”) entered into a non-binding term sheet (the “Term Sheet”)
for a business combination with certain businesses that are currently part of Convoy Global Holdings Limited (“Convoy”),
a Hong Kong-listed diversified financial holding company. These businesses include Convoy’s independent financial advisory
business (the “IFA Business”) and its platform businesses, which include B2B, FinTech, Retail and Healthcare platforms
(the “Platform Business”). Under the contemplated transaction, AGBA will acquire from Convoy 100% of the Platform
Business and take a 30% shareholding in the IFA Business. In exchange, Convoy or its affiliate will receive (i) 30,000,000 newly
issued shares of the post-combined company, at a deemed price per share of $10.00 plus (ii) US$100 million in cash, for an aggregate
consideration of approximately US$400 million (the “Transaction”). Upon closing of Transaction, AGBA plans to remain
NASDAQ-listed and trade under a new ticker symbol.
The
foregoing information, including the press release attached hereto as Exhibit 99.1 is being furnished pursuant to Item 7.01 of
this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
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: November 27, 2020
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AGBA ACQUISITION LIMITED
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By:
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/s/ Gordon Lee
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Name:
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Gordon Lee
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Title:
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Chief Executive Officer
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