Current Report Filing (8-k)
November 10 2020 - 5:01PM
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
10, 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
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New Mandarin Plaza, 14 Science Museum Road
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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 68720258
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
1.01. Entry into a Material Definitive Agreement.
The
disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
November 10, 2020, AGBA Acquisition Limited (the “Company”) issued an unsecured promissory note in the aggregate principal
amount of $460,000 (the “Note”) to AGBA Holding Limited, the Company’s initial public offering sponsor (“Sponsor”)
in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it
has available to complete a business combination. The Note does not bear interest and mature upon closing of a business combination
by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in
the Company’s initial public offering at a price of $10.00 per unit.
Item
8.01 Other Events
The
Company issued the release filed herewith on November 10, 2020. The materials attached as Exhibit 99.1 are incorporated by reference
herein.
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.
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AGBA ACQUISITION LIMITED
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Dated: November 10, 2020
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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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