Platform Business and IFA Business of Convoy Global Holdings Limited signed a non-binding term sheet to acquire AGBA Acquisition Limited (NasdaqCM:AGBA) from Agba Holding Limited and others for approximately $570 million in a reverse merger transaction on November 25, 2020. In consideration of the Acquisition Merger, AGBA will issue 55,500,000 ordinary shares. Platform Business and IFA Business of Convoy Global Holdings Limited entered into a business combination agreement to acquire AGBA Acquisition from Agba Holding Limited and others in a reverse merger transaction on November 3, 2021. Under the terms, AGBA Acquisition will acquire 100% stake in platform business, which include B2B, FinTech, Retail and Healthcare platforms and 30% stake in independent financial advisory business in exchange for Convoy or its affiliate will receive 55.5 million newly issues share of the post-combined company at $10 per share and $100 million in cash. As on December 3, 2021, AGBA Acquisition Limited entered into two accession agreement for the business combination. AGBA Acquisition issued a promissory note to Agba Holding with a principal amount equal to the amount deposited. The promissory note bears no interest and is convertible into AGBA Acquisition units (with each unit consisting of one ordinary share, one warrant to purchase one-half of one ordinary share, and one right to receive one-tenth of one ordinary share upon the consummation of AGBA Acquisition initial business combination) at a price of $10 per unit at the closing of a business combination by AGBA Acquisition. On November 18, 2021, an amended agreement has been signed between the parties. After closing of transaction, AGBA Acquisition plans to remain NASDAQ-listed and trade under a new ticker symbol. The current management teams are expected to continue to run the Platform Business and the IFA Business after the 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.