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
As of December 31, 2023, we had 68,661,998 ordinary shares issued and outstanding,
and 4,825,000 warrants outstanding. As of March 26, 2024, there were 21 registered holders of record of our ordinary shares and two 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 our fiscal year
ended December 31, 2023. On November 7, 2023, we entered into private placement binding term sheets with an institutional investor,
our Chief Executive Officer, Mr. Ng Wing Fai, and our management team pursuant to which we will receive gross proceeds of approximately
$5,128,960, in consideration of (i) 7,349,200 ordinary shares of our ordinary shares, and (ii) warrants to purchase up to 1,469,840 ordinary
shares at a purchase price of $0.70 per ordinary share and associated warrants. As of December 31, 2023, the Company received the proceeds
of $1,850,310. The Company has not completed the shares issuance as of the date of this annual report.
On April 18, 2023, our Board of Directors approved
the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”). Under the 2023 Share Repurchase Program,
we are authorized to re-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, no later than April 18, 2024.
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, 2023, 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, 2023 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
1,656,270
2.47
1,309,728
Equity compensation plans not approved by security holders
—
—
—
Total
1,656,270
2.47
1,309,728
38
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]