Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 10, 2022, AGBA Acquisition Limited ("AGBA" or the "Company")
convened its extraordinary general meeting (the "Special Meeting"), at which
holders of 3,422,868 ordinary shares of AGBA (the "Ordinary Shares") were
present in person or by proxy, representing 72.24% of the total Ordinary Shares
as of October 6, 2022, the record date for the Special Meeting, and constituting
a quorum for the transaction of business. The proposals listed below are
described in more detail in the definitive proxy of AGBA, which was filed with
the Securities and Exchange Commission (the "SEC") on October 28, 2022 (the
"Proxy Statement"), which was first mailed by the Company to its shareholders on
or about October 28, 2022.
The shareholders approved the Business Combination Proposal, the Amendment
Proposal, the Governance Proposals, the Nasdaq Proposal and the Share Award
Scheme Proposal.
A summary of the voting results at the Special Meeting is set forth below:
1. Proposal No. 1 - The Business Combination Proposal
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,229 78,639 0 0
2. Proposal No. 2 - The Amendment Proposal
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,228 78,640 0 0
3. Proposal No. 3 - The Governance Proposals
3A. Proposal 3A - Special Resolution of Shareholders
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,229 78,639 0 0
3B. Proposal 3B - Ability to Requisition General Meetings
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,228 78,640 0 0
3C. Proposal 3C - Forum for Disputes
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,228 78,640 0 0
3D. Proposal 3D - Director Removals
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,228 78,640 0 0
3E. Proposal 3E - Amendment to the Memorandum and Articles
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,229 78,639 0 0
3F. Proposal 3F - Increase in Authorized Shares
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,227 78,641 0 0
4. Proposal No. 4 - The Nasdaq Proposal
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,229 78,639 0 0
5. Proposal No. 5 - The Share Award Scheme Proposal
FOR AGAINST ABSTAIN BROKER NON-VOTE
3,344,228 78,640 0 0
As there were sufficient votes to approve the above proposals, the "Business
Combination Adjournment Proposal" described in the Proxy Statement was not
presented to shareholders.
Based on the results of the Special Meeting, and subject to the satisfaction or
waiver of certain other closing conditions as described in the Proxy Statement,
the transactions (the "Transactions") contemplated by the previously announced
business combination agreement, dated as of November 3, 2021, as amended on
November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022, and as
may be amended or supplemented from time to time, the ("Business Combination
Agreement") between AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited,
TAG International Limited, TAG Asset Partners Limited, OnePlatform International
Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and
TAG Holdings Limited, including the Business Combination (as such term is
defined in the Proxy Statement), are expected to be consummated upon
satisfaction of all closing conditions. Following the consummation of the
Transactions, the ordinary shares and warrants of the Post-Combination Company
(as such term is defined in the Proxy Statement) are expected to begin trading
on the Nasdaq Capital Market under the symbols "AGBA" and "AGBAW," respectively.
Redemption of Ordinary Shares
As of November 7, 2022, the end of the redemption period for the Ordinary Shares
issued as part of the units in the Company's initial public offering consummated
on May 16, 2019, an aggregate of 3,339,229 Ordinary Shares were tendered for
redemption in connection with the Special Meeting. The final redemption price is
$11.617 per share redeemed.
Item 8.01 Other Events
On November 10, 2022, AGBA issued a press release announcing that shareholders
that elected to redeem shares in connection with Special Meeting may withdraw
such redemption requests by no later than 12:00 p.m. Eastern Time on November
11, 2022. A copy of the press release is attached as Exhibit 99.1.
Item 9.01 Exhibits
Exhibit
No. Description
99.1 Press Release dated November 10, 2022.
2
© Edgar Online, source Glimpses