Current Report Filing (8-k)
February 05 2021 - 4:48PM
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
February 5, 2021
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
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:
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☐
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On February 5, 2021, AGBA Acquisition Limited
(the “Company” or “AGBA”) held its extraordinary general meeting of shareholders (the “Meeting”).
On January 12, 2021, the record date for the Meeting, there were 5,795,000 AGBA ordinary shares entitled to be voted at the Meeting,
78.33% of which were represented in person or by proxy.
The final results for each of the matters
submitted to a vote of AGBA’s shareholders at the Meeting are as follows:
Shareholders approved the proposal to amend
(the “Charter Amendment”) the Company’s amended and restated memorandum and articles of association to extend
the date by which the Company has to consummate a business combination three times for three additional months each time from February
16, 2021 to November 16, 2021. The voting results were as follows:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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4,673,588
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6,389
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0
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0
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Shareholders approved the proposal to amend
(the “Trust Amendment”) the Company’s investment management trust agreement, dated as of May 14, 2019 and as
amended, by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the time
to complete a business combination four times for one month each time from February 16, 2021 to November 16, 2021. The voting results
were as follows:
FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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4,673,588
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6,389
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0
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0
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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: February 5, 2021
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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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2
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