UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On November 7, 2023, AGBA Group Holding Limited (the “Company”) entered into term sheets (the “TS”) with an institutional investor, Mr. Wing-Fai Ng and the Company’s management team, (collectively the “Purchasers”) for a private placement offering (the “Private Placement”), pursuant to which the Company will receive gross proceeds of approximately $6,242,850, in consideration of (i) 8,918,357 ordinary shares of the Company (the “Ordinary Shares”), and (ii) warrants (the “Warrants”) to purchase up to 1,783,671 Ordinary Shares at a purchase price of $0.70 per Ordinary Share and associated Warrants (the “Offering”).
The Warrants will be exercisable six months after the issuance date for a period of five years after the exercise date. The securities sold in the Offering were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Warrants have an exercise price of $1.00 per Ordinary Share and shall be exercised with more than $500,000 for each exercise. The Purchasers are accredited investors which have purchased the securities as an investment in a private placement that did not involve a general solicitation. The Ordinary Shares and the Ordinary Shares to be issued upon exercise of the Warrants have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the TS and Warrants attached hereto as Exhibits 10.1 and 10.2 respectively, each of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Term sheets | |
| 10.2 | Form of Warrant | |
| 99.1 | Press Release dated November 8, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 8, 2023
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