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Item 5. Market for Registrant’s Common Equity

2023-04-03 compared with 2022-03-14 · 44 added, 68 removed, 3 unchanged (97% of the section changed)

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.

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We completed the Business Combination with AAL

on November 14, 2022.

Prior to that date, and before the completion of the Business Combination with AAL, the units, ordinary shares,

warrants, and rights of AAL traded on the Nasdaq under the ticker symbols “AGBAU,” “AGBA,” “AGBAW,”

and “AGBAR,” respectively.

After the completion of the Business Combination, the

post-combination company has been renamed “AGBA Group Holding Limited” and its ordinary shares and warrants began trading

on the Nasdaq Capital Market on November 15, 2022 under the ticker symbols “AGBA” and “AGBAW,” 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.

after giving effect to the Business Combination, we had 58,376,985 ordinary shares issued and outstanding, and 4,825,000 warrants outstanding.

As of March 10, 2023, there were approximately 19 registered holders of record of our ordinary shares and one registered holder of record

of our warrants.

Such numbers do not include beneficial owners holding our securities through nominee names.

The actual number of holders

of our ordinary share and warrants may be greater than our record holders.

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

As a smaller reporting company we are not required

to make disclosures under this Item.

shares to date and do not intend to pay cash dividends in the immediate future.

We currently intend to retain all available funds and

any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do

not anticipate paying any cash dividends in the foreseeable future.

Any future determination to pay dividends will be at the discretion

of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness,

and will depend on our results of operations, financial condition, capital requirements and other factors that our board may deem relevant.

Purchases of Equity

Securities by the Issuer and Affiliated Purchasers

There were no purchases

of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Securities Exchange Act of 1934,

during the fourth quarter of our fiscal year ended December 31, 2022.

Sale of Unregistered Securities and Use of Proceeds

There have been no other

unregistered sales of equity securities during the year ended December 31, 2022, which have not been previously disclosed on a Current

Report on Form 8-K.

Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2022 with

respect to the shares of the Company’s ordinary shares that may be issued under the AGBA Group Holding Limited Share Award Scheme.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Performance Graph

We are a “smaller

reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information

required by paragraph (e) of Item 201 of Regulation S-K.

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