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
December 28, 2023
Date of Report (Date of earliest event reported)
AGBA GROUP HOLDING 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.) |
AGBA Tower
68 Johnston Road
Wan Chai, Hong Kong SAR | | N/A |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +852 3601 8000
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 |
| Ordinary Shares, $0.001 par value | | AGBA | | NASDAQ Capital Market |
| Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share | | AGBAW | | 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 5.07. Submission of Matters to a Vote of Security Holders.
On December 28, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”) at 1/F, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong, to vote on the following matters:
1. Election of Directors
All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.
| Nominee | | For | | Withheld | | Broker Non-Vote |
| Robert E. Diamond Jr. | | 56,017,101 | | 104,910 | | 918,463 |
| Ng Wing Fai | | 56,016,968 | | 105,043 | | 918,463 |
| Brian Chan(1)(2)(3) | | 56,016,968 | | 105,043 | | 918,463 |
| Felix Yun Pun Wong (1)(2)(3) | | 56,016,968 | | 105,043 | | 918,463 |
| Thomas Ng(1)(2)(3) | | 56,000,951 | | 121,060 | | 918,463 |
| (1) | Member of the audit committee. |
| (2) | Member of the remuneration committee. |
| (3) | Member of the nomination committee. |
2. Ratification of the Company’s Independent Auditors
Shareholders ratified the appointment of WWC, P.C. as the independent auditors of the Company for the fiscal year ended December 31, 2023, in accordance with the voting results listed below.
| For | | Against | | Abstain | | Broker Non-Vote |
| 56,853,116 | | 45,154 | | 142,204 | | 0 |
3. Approval of an increase of authorized shares by adopting an amendment to the fifth amended and restated memorandum and articles of association.
Shareholders approved the increase of the number of authorized ordinary shares of the Company from 200,000,000 to 1,000,000,000 ordinary shares by adopting an amendment to the fifth amended and restated memorandum and articles of association.
| For | | Against | | Abstain | | Broker Non-Vote |
| 56,089,804 | | 933,363 | | 17,307 | | 0 |
Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
The shareholders of AGBA approved the amendment to the Fifth Amended and Restated Memorandum and Articles of Association (the “Amendment”) at the Annual Meeting. On December 28, 2023, the Company filed the Amendment with the British Virgin Islands Registrar of Corporate Affairs.
The full text of the Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K, is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | AGBA GROUP HOLDING LIMITED |
| | |
| | By: | /s/ Shu Pei Huang, Desmond |
| | | Name: | Shu Pei Huang, Desmond |
| | | Title: | Acting Group Chief Financial Officer |
Dated: January 3, 2024
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