United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share | The Stock Market LLC | |||
The Stock Market LLC | ||||
The | ||||
The |
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Emerging growth company
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Item 1.01 Entry into Material Definitive Agreements.
On December 3, 2021, AGBA Acquisition Limited (the “Company”) entered into an accession agreement (the “Merger Sub I Accession Agreement”) with its wholly-owned subsidiary, AGBA Merger Sub I Limited (“Merger Sub I”), TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned subsidiaries - OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), and OnePlatform International Limited (“HKSub”). Pursuant to the Merger Sub I Accession Agreement, Merger Sub I has agreed to (a) become a party of the Company’s existing Business Combination Agreement dated as of November 3, 2021 (as amended, the “BCA”), by and among the Company, TAG, OPH, Fintech, B2B, B2BSub, and HKSub, (b) undertake to perform all of the obligations expressed to be assumed by it under the BCA, and (c) be bound by all provisions of the BCA.
On December 3, 2021, the Company entered into an accession agreement (the “Merger Sub II Accession Agreement”) with its wholly-owned subsidiary, AGBA Merger Sub II Limited (“Merger Sub II”), TAG, OPH, Fintech, B2B, B2BSub, and HKSub. Pursuant to the Merger Sub II Accession Agreement, Merger Sub II has agreed to (a) become a party of the BCA, (b) undertake to perform all of the obligations expressed to be assumed by it under the BCA, and (c) be bound by all provisions of the BCA.
The foregoing description of the Merger Sub I Accession Agreement and the Merger Sub II Accession Agreement (collectively, the “Merger Subs Accession Agreements”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Subs Accession Agreements, which have been filed herewith as Exhibits 2.1 and 2.2.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
2.1 | Merger Sub I Accession Agreement dated as of December 3, 2021 | |
2.2 | Merger Sub II Accession Agreement dated as of December 3, 2021 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: December 9, 2021 | ||
AGBA ACQUISITION LIMITED | ||
By: | /s/ Gordon Lee | |
Name: | Gordon Lee | |
Title: | Chief Executive Officer |
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