8-K/A 1 s118479_8ka.htm FORM 8-K/A

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

 

Amendment No. 1 to Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 14, 2019

Date of Report (Date of earliest event reported)

 

AGBA Acquisition 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.)

 

Room 1108, 11th Floor, Block B

New Mandarin Plaza, 14 Science Museum Road

Tsimshatsui East, Kowloon, Hong Kong

n/a

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant's telephone number, including area code: +852 3998 4852 

 

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

Units, each consisting of one Ordinary Share, $0.001 par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share   AGBAU   NASDAQ Capital Market
Ordinary Shares   AGBA   NASDAQ Capital Market
Warrants   AGBAW   NASDAQ Capital Market
Rights   AGBAR   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 8.01. Other Events.

 

As previously disclosed on a Current Report on Form 8-K dated May 17, 2019, AGBA Acquisition Limited (the “Company”) consummated its initial public offering (“IPO”) of 4,600,000 units (the “Units”), which included the full exercise of the underwriter’s over-allotment option of 600,000 Units. Each Unit consists of one ordinary share (“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000. In addition, the Company sold to Maxim Group LLC (and/or or its designees), for $100, an option to purchase up to 276,000 units exercisable at $11.50 per unit, commencing at any time between the first and fifth anniversary of the effective date of the Registration Statement.

 

As of May 16, 2019, a total of $46,000,000 of the net proceeds from the IPO and the private placement consummated simultaneously with the closing of the IPO were deposited in a trust account established for the benefit of the Company’s public stockholders.

 

An audited balance sheet as of May 16, 2019 reflecting receipt of the proceeds upon consummation of the IPO and the private placement is included with this report as Exhibit 99.1

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

 

Description

99.1   Balance Sheet dated May 16, 2019
     

 

 

 

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: May 22, 2019AGBA ACQUISITION LIMITED
   
 By: /s/ Gordon Lee
 Name: Gordon Lee
 Title:Chief Executive Officer