Current Report Filing (8-k)
05 Junio 2023 - 8:02AM
Edgar (US Regulatory)
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2023-06-05
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2023-06-05
2023-06-05
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AGBA:WarrantsEachWarrantExercisableForOnehalfOfOneOrdinaryShareFor11.50PerFullShareMember
2023-06-05
2023-06-05
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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d)
of the Securities
Exchange Act of 1934
Date of Report
(Date of earliest event reported): June 5, 2023
AGBA
GROUP HOLDING LIMITED
(Exact Name of Registrant as Specified in its
Charter)
British Virgin Islands |
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001-38909 |
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N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number)
|
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(I.R.S. Employer
Identification No.) |
AGBA Tower
68 Johnston Road
Wanchai, Hong Kong SAR |
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N/A |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: +852 3601 8363
Not Applicable
(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 (see General Instruction A.2.
below):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered
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Ordinary Shares, $0.001 par value |
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AGBA |
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NASDAQ Capital Market |
Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share |
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AGBAW |
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2 of this chapter).
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 7.01 Regulation FD Disclosure
On June 5, 2023, AGBA Group Holding Limited (“AGBA”) issued
a press release regarding the management’s discussion on the potential factors driving the changes in price of AGBA Shares since
November 2022. The aforementioned press release also includes a discussion as to AGBA’s historic share prices. A copy of the press
release is furnished hereto as Exhibit 99.1 and incorporated by reference herein.
The information furnished under this Item 7.01, including Exhibit
99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into
any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as otherwise expressly
stated by specific reference in any such filing.
Forward-Looking Statements
This current report on Form 8-K,
including the exhibit furnished herewith, contains forward-looking statements as defined by the Private Securities Litigation Reform Act
of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance,
and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as
“may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,”
“project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking
statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the
actual results to differ materially from the AGBA’s expectations discussed in the forward-looking statements. These forward-looking
statements, by their nature, require AGBA to make certain assumptions and necessarily involve known and unknown risks and uncertainties
that could cause actual results to differ materially from those expressed or implied in these forward-looking statements, including without
limitation the successful and timely completion and the commercialization of the products referred to herein. Information contained in
forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or
projection, including perceptions of historical trends, current conditions and expected future developments, as well as other considerations
that are believed to be appropriate in the circumstances. These assumptions are considered to be reasonable based on currently available
information, but investors are cautioned that these assumptions regarding future events, many of which are beyond its control, may ultimately
prove to be incorrect since they are subject to risks and uncertainties that affect AGBA and its business. Investors are further are cautioned
not to place undue reliance upon any forward-looking statements in this current report on Form 8-K. Additional factors are discussed in
AGBA’s filings with the SEC, which are available for review at www.sec.gov. AGBA undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after the date hereof.
Websites
The information contained on, or that may
be accessed through, the websites referenced in this current report on Form 8-K, including the exhibit
furnished herewith, is not incorporated by reference into, and is not a part of, this document.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
Date: June 5, 2023
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AGBA GROUP HOLDING LIMITED |
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By: |
/s/ Shu Pei Huang, Desmond |
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Shu Pei Huang, Desmond |
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Acting Group Chief Financial Officer |
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