UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on September 20, 2023, AGBA Group Holding Limited (the “Company”) received a letter from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires companies listed on Nasdaq to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days. As of May 3, 2024, the closing bid price of the ordinary shares of the Company has been over $1.00 per share for a minimum of 10 consecutive business days. On May 3, 2024, Nasdaq confirmed that the Company had regained compliance with Rule 5550(a)(2) and that this matter is now closed.
On May 6, 2024, AGBA issued a press release about this matter. Attached hereto as Exhibit 99.1 and incorporated into this Item 3.01 by reference is the copy of the press release.
Item 3.02 Unregistered Sales of Equity Securities.
As disclosed on the Current Report on Form 8-K filed by the Company on November 8, 2023, the Company commenced a private placement (the “PIPE”) of ordinary shares of the Company (the “Ordinary Shares”) and warrants (the “Warrants”) and entered into certain term sheets with certain investors. On February 15, 2024, the Company has completed the execution of the PIPE term sheets and anticipates to receive the full gross proceeds of approximately $5,128,960 at the closing of PIPE, in consideration of (i) 7,349,200 Ordinary Shares, and (ii) Warrants to purchase up to 1,469,840 Ordinary Shares at a purchase price of $0.70 per Ordinary Share and associated Warrant. On May 2, 2024, the PIPE closed.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated May 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: May 6, 2024
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