Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON
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
Immediately
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.
Dividends
We have not paid any cash dividends on our ordinary
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.
Recent
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.
Securities
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
—
—
5,729,297
Equity compensation plans not approved by security holders
—
—
—
Total
-
5,729,297
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.
ITEM 6. [Reserved]
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