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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

 

April 10, 2024

Date of Report (Date of earliest event reported)

 

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

 

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

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

 

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

 

As previously disclosed, on January 3, 2024, AGBA Group Holding Limited (the “Company”) received a letter from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on Nasdaq to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $35 million.

 

In its annual report on Form 10-K for the period ended December 31, 2023 filed on March 28, 2024, the Company reported shareholders’ equity of $8,102,771.

 

On April 10, 2024, Nasdaq confirmed that the Company had regained compliance with Rule 5550(b)(1) and that this matter is now closed.

 

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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: April 11, 2024

 

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