AGBA Group Shareholders Approve All 12 Proposals

TL;DR

AGBA shareholders said YES to everything at the 9/19 meeting.

AI Summary

AGBA Group Holding Limited held an Extraordinary General Meeting of Shareholders on September 19, 2024, in Hong Kong. Shareholders approved all twelve proposals presented at the meeting, which included resolutions related to the company's operations and governance.

Why It Matters

The unanimous approval of all proposals by shareholders indicates strong support for the company's strategic direction and management decisions.

Risk Assessment

Risk Level: low — The filing is a routine report of a shareholder meeting where all proposals were approved, indicating no immediate negative developments.

Key Numbers

• 12 — Proposals Approved (Shareholders unanimously approved all twelve proposals at the Extraordinary General Meeting.)

Key Players & Entities

• AGBA Group Holding Limited (company) — The company holding the Extraordinary General Meeting.
• September 19, 2024 (date) — Date of the Extraordinary General Meeting.

FAQ

Key Financial Figures

• $0.001 — pany’s ordinary shares, par value $0.001 per share authorized for issuance there
• $0.000485272 — the AGBA Ordinary Shares from $0.001 to $0.000485272 to be effected by filing with the Briti
• $0.0001 — red stock of Delaware Parent, par value $0.0001 per share to the current holders of Tri
• $0.000516395 — ach AGBA Ordinary Shares from $0.001 to $0.000516395 (the “ Share Split ”) to be

Filing Documents

• ea0215119-6k_agba.htm (6-K) — 59KB
• ea021511901ex99-1_agba.htm (EX-99.1) — 15KB
• ea021511901ex99-2_agba.htm (EX-99.2) — 315KB
• ea021511901ex99-3_agba.htm (EX-99.3) — 315KB
• image_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-080368.txt ( ) — 710KB

From the Filing

OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2024 Commission File No.: 001-38909 AGBA GROUP HOLDING LIMITED AGBA Tower 68 Johnston Road Wanchai, Hong Kong SAR (Address of Principal Executive Offices.) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F Form 40-F INFORMATION CONTAINED IN THIS FORM 6-K REPORT Results of Extraordinary General Meeting of Shareholders At the Extraordinary General Meeting of Shareholders (the “ Meeting ”) of AGBA Group Holding Limited (the “ Company ”), held at 1/F, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong on September 19, 2024, at 10:00 AM local time, the shareholders of the Company adopted resolutions approving all of the twelve proposals considered at the Meeting. A total of 73,137,861 votes, representing 89.40% of the votes exercisable as of August 26, 2024, the record date, were present in person or by proxy at the Meeting. The results of the votes were as follows: 1. Proposal No. 1 – Yorkville Share Issuance Proposal : to approve, pursuant to Nasdaq Rule 5635, the issuance of ordinary shares of the Company (“ AGBA Ordinary Shares ”) (which for this purpose also includes the issuance of Delaware Parent Common Stock from and after the completion of the Domestication) upon the conversion of certain convertible notes that will be issued to YA II PN, Ltd. (“ Yorkville ”) pursuant to the Company’s Second Amended and Restated Standby Equity Purchase Agreement entered into with Yorkville on June 28, 2024, in excess of 16,362,086 AGBA Ordinary Shares, which represents 20% of the number of AGBA Ordinary Shares outstanding on June 28, 2024. For Against Abstain Broker Non-Vote 72,995,851 112,470 29,540 0 2. Proposal No. 2 – Charter Amendment Proposal : to approve (i) the adoption and filing of an amendment to the Company’s Fifth Amended and Restated Memorandum and Articles of Association to (A) increase the number of the Company’s ordinary shares, par value $0.001 per share authorized for issuance thereunder from 1,000,000,000 to 1,500,000,000, (B) authorize a new class of 100,000,000 class A preferred shares and authorize a new class of 45,000 super voting class B Shares, with each share entitled to 10,000 votes as more particularly described in the proxy statement and (ii) the adoption and filing of a restatement to the Company’s memorandum and articles of association being its Sixth Amended and Restated Memorandum and Articles of Association to consolidate the above amendments and to effect the forward share split of the AGBA Ordinary Shares on a 1 to 2.0607 basis, and the resulting increase in the total number of authorized ordinary shares from 1,500,000,000 to 3,091,049,970 and increase in the outstanding AGBA Ordinary Shares from 91,844,112, shares to 189,265,804 shares and reduction in the par value of the AGBA Ordinary Shares from $0.001 to $0.000485272 to be effected by filing with the British Virgin Islands Registrar of Corporate Affairs a notice of amendment and the Company’s Sixth Amended and Restated Memorandum and Articles of Association under section 13(1) of the BVI Business Companies Act together with Notices of Change in Number of Shares pursuant to section 40(1) of the BVI Companies Act as may be required. For Against Abstain Broker Non-Vote 72,951,063 163,146 23,652 0 3. Proposal No. 3 – Domestication Proposal : to change the domicile of the Company (the “ Domestication ”) by way of continuation merger or otherwise out of the British Virgin Islands, as a business company incorporated under the laws of the British Virgin Islands, and into the State of Delaware to become a corporation incorporated under the laws of the State of Delaware. The Domestication will be effected prior to the Merger as follows: (i) with respect to the British Virgin Islands, filing a Notice of Continuation Out of the British Virgin Islands together with supporting documents with the Registrar under section 184 of the BVI Companies Act and receiving a Certificate of Discontinuance from the Registrar in relation to the Domestication pursuant to section 184 of the BVI Companies Act; and (ii) with respect to Delaware, approval of filing of a Certificate of Domestication under Section 388 of the Delaware General Corporation Law along with a Certificate of Incorporation under Section 103 of the DGCL, upon which the Company shall become a Delaware corporation, or “Delaware Parent”, and will change its name to “Triller Group Inc.” Upon the effectiveness of the Domestication, all outstanding securities of the Company will convert t

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