What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2023-05-15 compared with 2022-11-17 · 10 added, 56 removed, 5 unchanged (93% of the section changed)

1 unchanged sentence

AND USE OF PROCEEDS.

On May 16, 2019, the Company consummated its initial

public offering 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 (“Ordinary Share”), one warrant (“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 at the closing

of the Company’s 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 initial public offering, the Company consummated the private placement (“Private

Placement”) of 225,000 units (the “Private 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 initial public offering (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 initial public offering.

Our Sponsor, which purchased all of the Private Units, agreed (A) to vote the private shares underlying

the Private Units (the “Private Shares”) and any public shares acquired by it in favor of any proposed business combination,

(B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association that would affect the substance or

timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within the time specified

in our amended and restated memorandum and articles of association, unless we provide our public shareholders with the opportunity to

redeem their ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount

then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to

us to pay our franchise and income taxes, divided by the number of then outstanding public shares, (C) not to convert any shares (including

the Private Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve our proposed

initial business combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial business combination)

or a vote to amend the provisions of our memorandum and articles of association relating to the substance or timing of our obligation

to redeem 100% of our public shares if we do not complete our initial business combination within the time specified in our amended and

restated memorandum and articles of association and (D) that the Private Shares shall not be entitled to be redeemed for a pro rata portion

of the funds held in the Trust Account if a business combination is not consummated.

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 our initial business combination.

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

the net proceeds from the initial public offering (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 a total of $1,150,000 in underwriting

discounts and commissions (not including the 4.0% deferred underwriting commission payable at the consummation of initial business combination)

and approximately $383,781 for other costs and expenses related to our formation and the initial public offering.

For a description of the use of the proceeds generated in our IPO,

see Part I, Item 2 of this Form 10-Q.

On each of May 11, 2020, August 12, 2020, and

November 10, 2020, we issued an unsecured promissory note in an amount of $460,000 to the sponsor, pursuant to which such amount had been

deposited into the Trust Account in order to extend the amount of available time to complete a business combination until February 16,

On each of February 5, May 11, August 11, 2021, we issued an unsecured promissory note, in an amount of $594,467, to the sponsor,

pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to complete a

business combination until November 16, 2021.

On each of November 10, 2021 and February 7, 2022, we issued an unsecured promissory note

in an amount of $546,991, to the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the

amount of available time to complete a business combination until May 16, 2022.

On each of May 9, 2022, and August 9, 2022, we issued

an unsecured promissory note in an amount of $504,431 to the sponsor, pursuant to which such amount had been deposited into the Trust

Account in order to extend the amount of available time to complete a business combination until November 16, 2022.

All these notes (the

“Notes”) are non-interest bearing and are payable upon the closing of a business combination.

In addition, the Notes may be

converted, at the lender’s discretion, into additional Private Units at a price of $10.00 per unit.

Issuance of Shares to Apex Twinkle Limited

On March 21, 2023, AGBA and Apex Twinkle Limited

entered into an amendment to referral agreement dated as of May 7, 2020, pursuant to which AGBA agreed to pay $4,000,000 payable in the

form of 2,173,913 ordinary shares of AGBA that assumes a share price of $1.84 per AGBA Ordinary Share, based on a 5-day weighted-average

price of the AGBA Ordinary Shares.

AGBA, accordingly issued 2,173,913 ordinary shares to Apex Twinkle Limited.

Issuer Purchases of Equity Securities

The Company approved a share repurchase program

on April 18, 2023 authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for

a term of one year, expiry in April 2024.

DEFAULTS UPON SENIOR SECURITIES.

2 unchanged sentences

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-Q

Item 2. Unregistered Sales of Equity Securities