Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS.
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.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
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ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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