Current Report Filing (8-k)
February 24 2023 - 4:23PM
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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
Date of Report (Date of earliest event
reported): February 24, 2023
Agile
Growth Corp.
(Exact name of registrant
as specified in its charter)
Cayman Islands |
001-40186 |
98-1578605 |
(State
or other jurisdiction of
incorporation or organization) |
(Commission
File Number) |
(I.R.S.
Employer
Identification Number) |
|
|
|
Riverside
Center
275
Grove Street, Suite
2-400
Newton,
MA |
02466 |
(Address of principal executive offices) |
(Zip Code) |
(617) 663-5997
Registrant’s telephone number, including
area code
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:
¨ | 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 |
Units, each consisting of one Class A ordinary share, $0.0001 par value per share, and one-third of one redeemable warrant |
|
AGGRU |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Class A ordinary shares included as part of the Units |
|
AGGR |
|
The Nasdaq Stock Market LLC |
|
|
|
|
|
Warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
AGGRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
On February 24, 2023, Agile Growth Corp. (the “Company”)
issued a press release announcing that as of the close of business on March 13, 2023, the Company’s publicly held Class A
ordinary shares (the “Public Shares”) will be deemed cancelled and will represent only the right to receive from the Company’s
trust account (“Trust Account”) the per-share redemption price for the Public Shares to be announced at a later date (the
“Redemption Amount”), because the Company will not consummate an initial business combination within the time period required
by its Amended and Restated Memorandum and Articles of Association. After March 12, 2023, the Company will cease all operations except
for those required to wind up the Company’s business. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Forward-Looking Statements
This report includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements other than statements of historical fact included in this report are forward looking statements. When used
in this report, words such as “may,” “should,” “could,” “would,” “anticipate,”
“seek,” “believe,” “estimate,” “expect,” “intend” and similar expressions,
as they relate to the Company or its management team, identify forward-looking statements. Such statements include, but are not limited
to, statements regarding the Company’s intention to redeem all of its outstanding Public Shares, the Company’s cash position
or cash held in the Trust Account and the timing of the distribution from the Trust Account to the public shareholders, the Redemption
Amount or the timing when the Company’s Public Shares will cease trading on Nasdaq. Such statements are based on the beliefs of,
assumptions made by and information currently available to the Company’s management. Actual results could differ materially from
those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities
and Exchange Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its
behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which
are beyond the control of the Company. The Company undertakes no obligation to update these statements after the date of this report,
except as required by law.
Item 9.01 |
Financial Statements and Exhibits |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 24, 2023 |
AGILE GROWTH CORP. |
|
|
|
|
By: |
/s/ Jay Bhatt |
|
|
Name: Jay Bhatt |
|
|
Title: Chief Executive Officer |
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