Item 1.01 Entry into Material Definitive Agreements.
As previously disclosed, on November 3, 2021, AGBA Acquisition Limited, a
British Virgin Islands business company ("AGBA" or the "Acquiror"), entered into
a business combination agreement (the "Business Combination Agreement") with 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"). On November 18,
2021, the parties entered into an amendment to the Business Combination
Agreement (the "First Amendment").
On January 4, 2022, the parties, together with AGBA's newly established
wholly-owned subsidiaries, AGBA Merger Sub I Limited and AGBA Merger Sub II
Limited, entered into a second amendment of the Business Combination Agreement
(the "Second Amendment"). Pursuant to the Second Amendment, the parties have
agreed that, among other things, the Outside Closing Date (as defined in the
Business Combination Agreement) of the proposed transactions contemplated by the
Business Combination Agreement shall be extended to April 30, 2022 from January
31, 2022, and that each party shall use its reasonable best efforts to finalize
all Additional Agreements (as defined in the Business Combination Agreement) and
other ancillary documents contemplated by the Business Combination Agreement no
later than March 31, 2022.
A copy of the Second Amendment is filed with this Current Report on Form 8-K as
Exhibit 2.1 and is incorporated herein by reference, and the foregoing
description of the Amendment is qualified in its entirety by reference thereto.
Additional Information and Where to Find It
In connection with the transaction described by the Business Combination
Agreement (as amended), AGBA will file relevant materials with the SEC,
including a proxy statement. The proxy statement and a proxy card will be mailed
to shareholders of AGBA as of a record date to be established for voting at the
shareholders' meeting relating to the proposed transaction. Shareholders will
also be able to obtain a copy of the proxy statement without charge from AGBA.
The proxy statement, once available, may also be obtained without charge at the
SEC's website at www.sec.gov or by writing to AGBA at Room 1108, 11th Floor,
Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon,
Hong Kong. INVESTORS AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT AGBA WILL FILE WITH
THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT AGBA, TAG, THE SUBSIDIARIES OF TAG, AND THE TRANSACTION.
Participants in Solicitation
AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited TAG, the
subsidiaries of TAG, and their respective directors, executive officers and
employees and other persons may be deemed to be participants in the solicitation
of proxies from the holders of AGBA ordinary shares in respect of the proposed
transaction. Information about AGBA's directors and executive officers and their
ownership of AGBA ordinary shares is set forth in AGBA's Annual Report on Form
10-K filed with the SEC, as modified or supplemented by any Form 3 or Form 4
filed with the SEC since the date of such filing. Other information regarding
the interests of the participants in the proxy solicitation will be included in
the proxy statement pertaining to the proposed transaction when it becomes
available. These documents can be obtained free of charge from the sources
indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
2.1 Amendment No. 2 to the Business Combination Agreement dated as of
January 4, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1
© Edgar Online, source Glimpses