8-K 1 ea141134-8k_agbaacqui.htm CURRENT REPORT



United States


Washington, D.C. 20549


Form 8-K


Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


May 11, 2021

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

(Address of Principal Executive Offices)   (Zip Code)



Registrant's telephone number, including area code: +852 6872 0258



(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 1.01. Entry into a Material Definitive Agreement.


The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01


Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


On May 11, 2021, AGBA Acquisition Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $594,466.50 (the “Note”) to AGBA Holding Limited, the Company’s initial public offering sponsor (“Sponsor”) in exchange for Sponsor depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the Note may be converted by the holder into units of the Company identical to the units issued in the Company’s initial public offering at a price of $10.00 per unit.


Item 8.01 Other Events


The Company issued the release filed herewith on May 12, 2021. The materials attached as Exhibit 99.1 are incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.


Exhibit No.


99.1 Press Release dated May 12, 2021






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. 

  By:  /s/ Gordon Lee
    Name: Gordon Lee
Title: Chief Executive Officer