United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

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 1.01. Entry into a Material Definitive Agreement.

On May 14, 2019, the registration statement (File No. 333-230804) (the “Registration Statement”) relating to the initial public offering (“IPO”) of AGBA Acquisition Limited (the “Company”) was declared effective by the Securities and Exchange Commission. In connection therewith, the Company entered into the following agreements previously filed as exhibits to the Registration Statement:

● An Underwriting Agreement, dated May 14, 2019, by and between the Company and Maxim Group LLC (“Maxim”), as representative of the underwriters;

● A Warrant Agreement, dated May 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company;

● A Rights Agreement, dated May 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company;

● Letter Agreements, dated May 14, 2019, by and between the Company and each of the initial shareholders, officers and directors of the Company;

● An Investment Management Trust Agreement, dated May 14, 2019, by and between the Company and Continental Stock Transfer & Trust Company;

● A Stock Escrow Agreement, dated May 14, 2019, by and among the Company, Continental Stock Transfer & Trust Company and each of the initial shareholders of the Company; and

● A Registration Rights Agreement, dated May 14, 2019, by and among the Company and the initial shareholders of the Company.

On May 16, 2019, the Company consummated the IPO of 4,600,000 units (the “Units”), which includes 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 (and/or or its designees), for $100, an option to purchase up to 276,000 units exercisable at $11.00 per unit pursuant to the Unit Purchase Option agreement as set forth in Exhibit 4.7, 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 (as defined below) were deposited in a trust account established for the benefit of the Company’s public shareholders. An audited balance sheet as of August 6, 2018 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 days of the consummation of the IPO.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with its sponsor of 225,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.

The Private Units are identical to the Units (as defined below) sold in the IPO except that the warrants included in the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, because the Private Units were issued in a private transaction, the initial purchasers and their permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business combination. Such Initial Purchasers were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
1.1	Underwriting Agreement, dated May 14, 2019, by and between the Registrant and Maxim Group LLC
4.5	Warrant Agreement, dated May 14, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant
4.6	Rights Agreement, dated May 14, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant
4.7	Unit Purchase Option between the Registrant and Maxim Group LLC dated May 14, 2019
10.1	Letter Agreements, dated May 14, 2019, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant
10.2	Investment Management Trust Agreement, dated May 14, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant
10.3	Stock Escrow Agreement, dated May 14, 2019, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders
10.4	Registration Rights Agreement, dated May 14, 2019, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders

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 17, 2019	AGBA ACQUISITION LIMITED
	By:	/s/ Gordon Lee
	Name:	Gordon Lee
	Title:	Chief Executive Officer