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.
As disclosed on the Current Report on Form 8-K filed by AGBA Group Holding Limited (the “Company”) on November 8, 2023, the Company commenced a private placement (the “PIPE”) of ordinary shares of the Company (the “Ordinary Shares”) and warrants (the “Warrants”) and entered into certain term sheets with certain investors. On February 15, 2024, the Company has completed the execution of the PIPE term sheets and anticipates to receive the full gross proceeds of approximately $5,128,960 at the closing of PIPE, in consideration of (i) 7,349,200 Ordinary Shares, and (ii) Warrants to purchase up to 1,469,840 Ordinary Shares at a purchase price of $0.70 per Ordinary Share and associated Warrant. The PIPE will close shortly subject to customary closing conditions.
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 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.
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 term sheets and Warrants attached hereto as Exhibits 10.1 and 10.2 respectively, each of which are incorporated herein by reference.
On February 15, 2024, the Company issued a press release announcing the completion of the PIPE, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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 | |
| 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: February 15, 2024
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