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): March 20, 2024
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 Wanchai, Hong Kong SAR | | N/A |
| (Address of Principal Executive Offices) | | (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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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 | | 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 (§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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed on a Form 8-K filed on September 20, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) received a notification letter (the “Notification Letter”) from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding a failure to meet Nasdaq’s minimum bid price requirements (the “Minimum Bid Price Requirement”). The Notification Letter informed the Company that the minimum closing bid price per share for its ordinary share was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with its Listing Rules, the Company has a compliance period of 180 calendar days, or until March 18, 2024, to regain compliance with Nasdaq’s minimum bid price requirement.
On March 20, 2024, the Company received a letter from Nasdaq notifying the Company that, while the Company has not regained compliance with the Minimum Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until September 16, 2024, (the “Second Compliance Period”) to regain compliance. If at any time during the Second Compliance Period, the closing bid price of the Company’s ordinary share is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by September 14, 2024, Nasdaq will provide written notification that the Company’s ordinary shares will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
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: March 21, 2024 | | | |
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