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

 

January 28, 2021

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 6872 0258

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 28, 2021, AGBA Acquisition Limited (the “Company”) received a letter from the Nasdaq Stock Market LLC (“Nasdaq”), which stated that the Company no longer complies with Nasdaq’s continued listing rules due to the Company not maintaining a minimum of 300 public holders for continued listing, as required pursuant to rule 5550(a)(3). In accordance with Nasdaq Rule 5810(c)(2)(G), the Company has 45 calendar days to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the date of this letter, or until July 27, 2021, to regain compliance. The Company plans to submit a compliance plan within the specified period.

 

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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: February 3, 2020 AGBA ACQUISITION LIMITED
   
  By:  /s/ Gordon Lee
 

Name:

Title:

Gordon Lee
Chief Executive Officer

 

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