What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-14 compared with 2021-03-26 · 70 added, 321 removed, 1 unchanged (100% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

units began to trade on the Nasdaq Capital Market, or Nasdaq, under the symbol “AGBAU”

on May 14, 2019.

shares, warrants and rights comprising the units began separate trading on Nasdaq on July 15, 2019, under the symbols “AGBA”,

“AGBAW”

and “AGBAR”, respectively.

of March 5, 2021, there were 5,338,110 of our ordinary shares issued and outstanding held by nine shareholders of record.

number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary

shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion

of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings,

if any, capital requirements and general financial condition subsequent to completion of a business combination.

The payment of

any dividends subsequent to a business combination will be within the discretion of our board of directors at such time.

the present intention of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly,

our board of directors does not anticipate declaring any dividends in the foreseeable future.

In addition, our board of directors

is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we

incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection

Authorized for Issuance Under Equity Compensation Plans

Sales of Unregistered Securities

May 16, 2019, we consummated our IPO of 4,600,000 Units, which includes the full exercise of the underwriter’s over-allotment

option of 600,000 Units.

Each Unit consists of one Ordinary Share, one warrant entitling its holder to purchase one-half of one

Ordinary Share at a price of $11.50 per whole share, and one Right to receive 1/10 of an Ordinary Share upon the consummation

of our initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of

Simultaneously with the closing of the IPO, the Company consummated the private placement of 225,000 units at a price

of $10.00 per Private Unit, generating total proceeds of $2,250,000.

The net proceeds from the sale of Units in the IPO (including

the over-allotment option units) and the Private Placement were placed in a trust account established for the benefit of the Company’s

public shareholders.

private units are identical to the units sold in the IPO except that the private warrants will be non-redeemable and may be exercised

on a cashless basis, in each case so long as they continue to be held by our Sponsor or its permitted transferees.

Additionally,

because the Private Units were issued in a private transaction, our Sponsor and its permitted transferees will be allowed to exercise

the warrants included in the Private Units for cash even if a registration statement covering the Ordinary Shares issuable upon

exercise of such warrants is not effective and receive unregistered Ordinary Shares.

Additionally, our Sponsor agreed not to transfer,

assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares

and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must

agree to, each as described above) until the completion of the Company’s initial business combination.

was granted certain demand and piggyback registration rights in connection with the Private Units.

of May 16, 2019, a total of $46,000,000 of proceeds from the IPO (including the over-allotment) and the Private Placement were

in a trust account established for the benefit of the Company’s public shareholders.

paid approximately $383,781 for other costs and expenses related to our formation and the IPO, and a total of $1,150,000 in underwriting

discounts and commissions, not including the 4.0% deferred underwriting commission payable at the consummation of business combination.

Pursuant to our agreement with the underwriters, the amount of deferred discounts and commissions paid to Maxim will be reduced

by $0.20 (2.0%) for each unit that is redeemed by shareholders in connection with an initial business combination.

a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 –

Management’s

Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

of Equity Securities by the Issuer and Affiliated Purchasers

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on the Nasdaq Capital

Market, or Nasdaq, under the symbol “AGBAU” on May 14, 2019.

The ordinary shares, warrants and rights comprising the units

began separate trading on Nasdaq on July 15, 2019, under the symbols “AGBA”, “AGBAW” and “AGBAR”,

respectively.

Holders of Record

As of February

28, 2022, there were 5,021,607 of our ordinary shares issued and outstanding held by nine shareholders of record.

The number of record

holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares

are held in the names of various security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on our ordinary

shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash

dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition

subsequent to completion of a business combination.

The payment of any dividends subsequent to a business combination will be within the

discretion of our board of directors at such time.

It is the present intention of our board of directors to retain all earnings, if any,

for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable

In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the

foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we

may agree to in connection therewith.

Securities Authorized for Issuance Under Equity

Compensation Plans

Recent Sales of Unregistered Securities

Use of Proceeds

On May 16, 2019, we consummated our IPO of 4,600,000

Units, which includes the full exercise of the underwriter’s over-allotment option of 600,000 Units.

Each Unit consists of one Ordinary

Share, one warrant entitling its holder to purchase one-half of one Ordinary Share at a price of $11.50 per whole share, and one Right

to receive 1/10 of an Ordinary Share upon the consummation of our initial business combination.

The Units were sold at an offering price

of $10.00 per Unit, generating gross proceeds of $46,000,000.

Simultaneously with the closing of the IPO, the Company consummated the

private placement of 225,000 units at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.

The net proceeds from

the sale of Units in the IPO (including the over-allotment option units) and the Private Placement were placed in a trust account established

for the benefit of the Company’s public shareholders.

The private units are identical to the units sold

in the IPO except that the private warrants will be non-redeemable and may be exercised on a cashless basis, in each case so long as they

continue to be held by our Sponsor or its permitted transferees.

Additionally, because the Private Units were issued in a private transaction,

our Sponsor and its permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even if a registration

statement covering the Ordinary Shares issuable upon exercise of such warrants is not effective and receive unregistered Ordinary Shares.

Additionally, our Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same

permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees

of the insider shares must agree to, each as described above) until the completion of the Company’s initial business combination.

The Sponsor was granted certain demand and piggyback registration rights in connection with the Private Units.

As of May 16, 2019, a total of $46,000,000 of

proceeds from the IPO (including the over-allotment) and the Private Placement were in a trust account established for the benefit of

the Company’s public shareholders.

We paid approximately $383,781 for other costs

and expenses related to our formation and the IPO, and a total of $1,150,000 in underwriting discounts and commissions, not including

the 4.0% deferred underwriting commission payable at the consummation of business combination.

Pursuant to our agreement with the underwriters,

the amount of deferred discounts and commissions paid to Maxim will be reduced by $0.20 (2.0%) for each unit that is redeemed by shareholders

in connection with an initial business combination.

If the business combination is not consummated, the deferred amount will be forfeited

and Maxim will not be entitled to any interest accrued on the deferred amount.

For a description of the use of the proceeds generated

in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and

Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer

and Affiliated Purchasers

SELECTED FINANCIAL DATA

a smaller reporting company we are not required to make disclosures under this Item.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the

financial statements and the notes thereto contained elsewhere in this report.

Certain information contained in the discussion

and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

were formed on October 8, 2018 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,

reorganization or other similar business combination with one or more target businesses.

Our efforts to identify a prospective

target business will not be limited to any particular industry or geographic region.

As of the date of this report, we have

not selected any target business for our initial business combination.

presently have no revenue, have had losses since inception from incurring formation costs and have had no operations other than

the active solicitation of a target business with which to complete a business combination.

We have relied upon the sale of our

securities and loans from our officers and directors to fund our operations.

May 16, 2019, the Company consummated its IPO of 4,600,000 Units, which includes the full exercise of the over-allotment option.

Each Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of an ordinary share

upon the consummation of a business combination.

Each redeemable warrant entitles the holder thereof to purchase one-half (1/2)

of one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a business

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000.

Simultaneously

with the closing of the IPO, the Company consummated a Private Placement of 225,000 units at a price of $10.00 per Private Unit,

generating total proceeds of $2,250,000.

A total of $46,000,000 of the net proceeds from the sale of Units in the IPO (including

the over-allotment option units) and the Private Placements were placed in a trust account established for the benefit of the

Company’s public shareholders.

of December 31, 2020, a total of $48,249,909 was held in a trust account established for the benefit of the Company’s public

shareholders, which included $46,000,000 of the net proceeds from the IPO (including the exercise of the over-allotment option)

and the Private Placements and subsequent interest income.

management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement,

although substantially all of the net proceeds are intended to be applied generally towards consummating a business combination.

May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued unsecured promissory note in the aggregate principal

amount of $460,000 each time to our Sponsor in exchange for its depositing such amount into the Company’s trust account

in order to extend the amount of time it has available to complete a business combination.

August 18, 2020, the Company held its annual meeting of shareholders.

During the annual meeting, the Company’s shareholders

elected all of the five nominees for directors to serve until the next annual meeting of shareholders and also ratified the reappointment

of Marcum LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2020.

October 15, 2020, the Company then dismissed Marcum LLP as its independent registered public accounting firm and effective October

20, 2020, Friedman LLP has been engaged as the Company’s new independent registered public accounting firm.

The audit committee

of the Company’s board of directors (the “Audit Committee”), on October 15, 2020, approved the dismissal of

Marcum LLP and the engagement of Friedman LLP as the independent registered public accounting firm.

February 5, 2021, the Company held its extraordinary meeting of shareholders.

During this meeting, the Company’s shareholders

approved the proposals to (i) amend the second amended and restated memorandum and articles of association to further extend the

date by which it has to consummate a business combination three times for three additional months each time from February 16,

2021 to November 16, 2021;

and (ii) amend the investment management trust agreement, dated as of May 14, 2019 by and between the

Company and Continental Stock Transfer & Trust Company, LLC (“Continental”) to allow it to further extend the

time to complete a business combination three times for three additional months each time from February 16, 2021 to November 16,

On February 8, 2021, 636,890 shares were redeemed by a number of shareholders at a price of approximately $10.49 per share,

in an aggregate principal amount of $6,680,520.37.

None of the funds held in trust will be released from the trust account, other

than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within

the required time period or our entry into liquidation if we have not completed a business combination by May 16, 2021 or by the

latest November 16, 2021.

February 10, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $594,466.50 each time to

our Sponsor in exchange for its depositing such amount into the Company’s trust account in order to extend the amount of

time it has available to complete a business combination.

outbreak of the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and

financial markets worldwide, and potential target companies may defer or end discussions for a potential business combination

with us whether or not COVID-19 affects their business operations.

The extent to which COVID-19 impacts our search for a business

combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information

which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability

to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

of Operations

entire activity from inception up to May 16, 2019 was in preparation for the IPO.

Since the IPO, our activity has been limited

to the evaluation of business combination candidates, and we will not be generating any operating revenues until the closing and

completion of our business combination.

We expect to incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

We expect our expenses to increase

substantially after this period.

the year ended December 31, 2020, we had a net loss of $167,426 which consisted of interest income from our trust account offset

by operating expenses.

Operating expenses generally consist of the $10,000 monthly payment to our Sponsor for office and administrative

support, monthly professional fees owed to our service providers, travel expenses, Nasdaq market listing fees and amortization

of our directors and officers insurance policy.

Operating expenses after our initial public offering increased dramatically due

to our having commenced operations, and certain professional expenses no longer being charged directly against paid-in-capital

on our balance sheet, but now being expensed in the statement of operations.

and Capital Resources

of December 31, 2020, we had cash outside our trust account of $672,443 available for working capital needs.

All remaining cash

was held in the trust account and is generally unavailable for our use, prior to the business combination.

Our management is of

the opinion that we have sufficient funds to meet our working capital requirements and debt obligations as they become due for

at least one year from the date of this report.

May 16, 2019, we consummated the IPO of 4,600,000 Units (which includes the full exercise of the underwriter’s over-allotment

option), at a price of $10.00 per Unit, generating gross proceeds of $46,000,000.

Simultaneously with the closing of the IPO,

we consummated the sale of 225,000 Private Units, at a price of $10.00 per Unit, generating gross proceeds of $2,250,000.

the IPO and the exercise of the over-allotment option, a total of $46,000,000 was placed in the Trust Account.

We incurred approximately

$1,533,781 in IPO related costs, including $1,150,000 of underwriting fees and approximately $383,781 of IPO Costs.

liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the insider shares, advances from our

Sponsor and an affiliate of our Sponsor in an aggregate amount of $790,122 outstanding as of December 31, 2020, and the remaining

net proceeds from our IPO and Private Placement.

intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target

business or businesses and to pay our expenses relating thereto.

To the extent that our capital stock is used in whole or in part

as consideration to effect our business combination, the remaining proceeds held in the Trust Account, as well as any other net

proceeds not expended, will be used as working capital to finance the operations of the target business.

Such working capital

funds could be used in a variety of ways including continuing or expanding the target business’

operations, for strategic

acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any

operating expenses or finders’

fees which we had incurred prior to the completion of our business combination if the funds

available to us outside of the Trust Account were insufficient to cover such expenses.

anticipate that the funds held outside of our trust account will be sufficient to allow us to operate 12 months from the filing

date of this Form 10-K, assuming that a business combination is not consummated during that time.

Over this time period,

we will be using these funds for identifying and evaluating prospective business combination candidates, performing business due

diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target

businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business

to consummate our initial business combination with and structuring, negotiating and consummating the business combination.

our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than

the actual amount necessary to do so, or the amount of interest available to us from the trust account is less than we expect

as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to

our initial business combination.

Moreover, we may need to obtain additional financing either to consummate our initial business

combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial

business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation

of our initial business combination.

Following our initial business combination, if cash on hand is insufficient, we may need

to obtain additional financing in order to meet our obligations.

Sheet Financing Arrangements

of December 31, 2020, we did not have any off-balance sheet arrangements.

We have no obligations, assets or liabilities which

would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated

entities or financial partnerships, often referred to as variable interest entities, which would have been established for the

purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial

December 31, 2020, we did not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Accounting Policies

of presentation

accompanying financial statements have been prepared in U.S.

Dollars in conformity with generally accepted accounting principles

in the United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the Securities and Exchange

Commission (“SEC”).

In the opinion of management, all adjustments (consisting of normal recurring adjustments) have

been made that are necessary to present fairly the financial position, and the results of its operations and its cash flows.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of December 31, 2020 and 2019.

and Investments Held in Trust Account

December 31, 2020 and 2019, the assets held in the Trust Account are held in cash and US Treasury securities.

Company classified investments that are directly invested in U.S.

Treasuries as available for sales and money market funds are classified

in accordance with the trading method.

All marketable securities are recorded at their estimated fair value.

Unrealized gains and losses

for available-for-sale securities are recorded in other comprehensive income (loss).

The Company evaluates its investments to assess whether

those with unrealized loss positions are other than temporarily impaired.

Impairments are considered other than temporary if they are

related to deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis.

Realized gains and losses and declines in value determined to be other than temporary are determined based on the specific identification

method and are reported in other income (expense), net in the statements of operations and comprehensive (loss) income .

Shares Subject To Possible Redemption

Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “

Distinguishing

Liabilities from Equity .”

Ordinary share subject to mandatory redemption (if any) is classified as a liability instrument

and is measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within

the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’

The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s

control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020 and 2019, 3,882,414 and 4,044,736

ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’

equity section

of the Company’s balance sheet.

Value of Financial Instruments

ASC Topic 820 “

Fair Value Measurements and Disclosures ”

defines fair value, the methods used to measure fair

value and the expanded disclosures about fair value measurements.

Fair value is the price that would be received to sell an asset

or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date.

In determining

fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure

FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer

and seller in pricing the asset or liability.

These inputs are further defined as observable and unobservable inputs.

inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources

independent of the Company.

Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller

would use in pricing the asset or liability developed based on the best information available in the circumstances.

fair value hierarchy is categorized into three levels based on the inputs as follows:

based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that

are readily and regularly available in an active market, valuation of these securities does not entail a significant degree

Level 2 —

Valuations based

on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active

for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that

are derived principally from or corroborated by market through correlation or other means.

Level 3 —

Valuations based

on inputs that are unobservable and significant to the overall fair value measurement.

fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, “

Value Measurements and Disclosures ,”

approximates the carrying amounts represented in the balance sheet.

The fair values

of cash and cash equivalents, and other current assets, accrued expenses, due to Sponsor are estimated to approximate the carrying

values as of December 31, 2020 and 2019 due to the short maturities of such instruments.

following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring

basis as of December 31, 2020 and 2019, and indicates the fair value hierarchy of the valuation techniques the Company utilized

to determine such fair value.

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Treasury Securities held in Trust Account*

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Treasury Securities held in Trust Account*

in cash and investments held in trust account on the Company’s balance sheet.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial

institution which, at times may exceed the Federal depository insurance coverage of $250,000.

The Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Income (Loss) Per Share

Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.”

Basic loss per

share is computed by dividing the net loss by the weighted-average number of ordinary shares outstanding during the period, excluding

ordinary shares subject to possible conversion.

Diluted loss per share is computed by dividing net loss by the weighted average

number of ordinary shares outstanding, plus to the extent dilutive, the incremental number of ordinary shares to settle rights

and other ordinary share equivalents (currently none outstanding), as calculated using the treasury stock method.

Ordinary shares

subject to possible redemption at December 31, 2020 and 2019, which are not currently redeemable and are not redeemable at fair

value, have been excluded from the calculation of basic and diluted loss per share since such shares, if redeemed, only participate

in their pro rata share of the Trust Account earnings.

The Company has not considered the effect of rights that convert into 276,000

ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the conversion

of the rights into ordinary shares would be anti-dilutive.

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,

to control the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are subject to common control or common significant influence.

Accounting Pronouncements

Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have

a material impact on the results of operations, financial condition, or cash flows, based on the current information.

As a smaller reporting company we are not required

to make disclosures under this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity