Platform Business and IFA Business of Convoy Global Holdings Limited completed the acquisition of AGBA Acquisition Limited from Agba Holding Limited and others in a reverse merger transaction.
The transaction is subject to due diligence by AGBA Acquisition, SEC filings and cooperation in making certain filings with the SEC, listing on the Nasdaq, Registration Statement shall have become effective under the Securities Act, approval of shareholders of Convoy Global Holding and other conditions. Agba Holding has deposited into AGBA Acquisition trust account an aggregate of $546,991.05 (representing $0.15 per share of common stock), to extend the period of time AGBA Acquisition has to complete a business combination for an additional three-month period, from November 16, 2021 to February 16, 2022. The purpose of the extension is to provide time for AGBA Acquisition to complete a business combination. On November 2, 2022, AGBA Board has unanimously approved the transaction. As on January 4, 2022, parties entered into a second amendment of the Business Combination Agreement, pursuant to which, the parties have agreed to extend the closing date to April 30, 2022 from January 31, 2022, and that each party shall use its reasonable best efforts to finalize all Additional Agreements (as defined in the Business Combination Agreement) and other ancillary documents contemplated by the Business Combination Agreement no later than March 31, 2022. On February 8, 2022, AGBA announced that it has deposited an aggregate of $546,991.05 in order to extend the period to complete a business combination for an additional three months period, from February 16, 2022 to May 16, 2022. On May 11, 2022, AGBA announced that it has deposited an aggregate of $504,430.65 in order to extend the period to complete a business combination for an additional three months period from May 16, 2022 to August 16, 2022. On May 16, 2022, AGBA Acquisition issued proxy statement to its shareholders for shareholder's meeting. On May 4, 2022, parties of the Business Combination Agreement, entered into a third amendment to the Business Combination Agreement to extend the Outside Closing Date of the proposed to October 31, 2022, from April 30, 2022. On August 29, 2022, the parties mutually agreed to waive the following conditions to Closing: effectiveness of a registration statement; executed Employment Agreements; and, executed lock-up agreements; and AGBA has agreed to waive the condition to Closing of delivery of duly executed opinions from the Hong Kong and British Virgin Islands counsel of B2B and from the British Virgin Islands counsel of Fintech. As of September 2, 2022, an EGM has been scheduled for the approval of transaction. As of October 28, 2022, the transaction is expected to complete no later than November 14, 2022. As of November 10, 2022, the transaction has been approved by the shareholders of ABGA.
Giovanni Caruso of Loeb & Loeb LLP acted as legal advisor to AGBA Acquisition. DLA Piper Hong Kong Services Limited acted as legal advisor to Convoy Global. Maria Pedersen, Greg Schernecke, Anna Tomczyk, oshua Milgrim, Thomas Rayski, Nicolle Jacoby, David Rosenthal, Stephen Chan and Beverly Ang of Dechert LLP acted as legal advisor to Convoy Global. Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent for AGBA Acquisition. Karen Smith of Advantage Proxy, Inc. is acting as proxy solicitation agent for AGBA Acquisition for a fee of $10,000. Apex Twinkle Limited acted as financial advisor to TAG and was paid fees of $11.1 million.
Platform Business and IFA Business of Convoy Global Holdings Limited completed the acquisition of AGBA Acquisition Limited (NasdaqCM:AGBA) from Agba Holding Limited and others in a reverse merger transaction on November 14, 2022. The post-combination company has been renamed, "AGBA Group Holding Limited" and its ordinary shares and warrants are expected to begin trading on the Nasdaq Capital Market ("Nasdaq") on November 15, 2022 under the ticker symbols "AGBA" and "AGBAW" respectively.