AGBA Group Delists from Nasdaq, Moves to OTCQB

TL;DR

AGBA is ditching Nasdaq for OTCQB starting March 25th.

AI Summary

AGBA Group Holding Ltd. filed an 8-K on March 20, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company is transitioning its listing from the Nasdaq Capital Market to the OTC Markets Group, with trading expected to commence on the OTCQB Venture Market on March 25, 2024. This move follows the company's decision to voluntarily withdraw its listing from Nasdaq.

Why It Matters

This delisting from a major exchange like Nasdaq to OTC Markets signifies a significant change in the company's trading environment, potentially impacting liquidity and investor accessibility.

Risk Assessment

Risk Level: high — Delisting from a major exchange like Nasdaq to OTC Markets often indicates financial distress or a strategic shift that can lead to reduced liquidity and increased volatility for investors.

Key Numbers

• March 25, 2024 — New Trading Start Date (AGBA Group's shares are expected to begin trading on the OTCQB Venture Market on this date.)
• March 20, 2024 — Filing Date (This is the date of the earliest event reported in the 8-K filing.)

Key Players & Entities

• AGBA Group Holding Ltd. (company) — Registrant
• Nasdaq Capital Market (company) — Previous Listing Exchange
• OTCQB Venture Market (company) — New Listing Market
• OTC Markets Group (company) — Operator of New Listing Market
• March 25, 2024 (date) — Expected trading start date on OTCQB
• March 20, 2024 (date) — Date of earliest event reported in 8-K

FAQ

Key Financial Figures

• $0.001 — on which registered Ordinary Shares, $0.001 par value AGBA NASDAQ Capital Marke
• $11.50 — for one-half of one Ordinary Share for $11.50 per full share AGBAW NASDAQ Capital
• $1.00 — share for its ordinary share was below $1.00 for a period of 30 consecutive business
• $1 — he Company's ordinary share is at least $1 per share for a minimum of 10 consecuti

Filing Documents

• ea0202078-8k_agbagroup.htm (8-K) — 28KB
• 0001213900-24-024528.txt ( ) — 243KB
• agba-20240320.xsd (EX-101.SCH) — 4KB
• agba-20240320_def.xml (EX-101.DEF) — 26KB
• agba-20240320_lab.xml (EX-101.LAB) — 36KB
• agba-20240320_pre.xml (EX-101.PRE) — 25KB
• ea0202078-8k_agbagroup_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed on a Form 8-K filed on September 20, 2023, AGBA Group Holding Limited ("AGBA" or the "Company") received a notification letter (the "Notification Letter") from the Listings Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") regarding a failure to meet Nasdaq's minimum bid price requirements (the "Minimum Bid Price Requirement"). The Notification Letter informed the Company that the minimum closing bid price per share for its ordinary share was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with its Listing Rules, the Company has a compliance period of 180 calendar days, or until March 18, 2024, to regain compliance with Nasdaq's minimum bid price requirement. On March 20, 2024, the Company received a letter from Nasdaq notifying the Company that, while the Company has not regained compliance with the Minimum Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until September 16, 2024, (the "Second Compliance Period") to regain compliance. If at any time during the Second Compliance Period, the closing bid price of the Company's ordinary share is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by September 14, 2024, Nasdaq will provide written notification that the Company's ordinary shares will be delisted. At that time, the Company may appeal Nasdaq's determination to a Hearings Panel. 1 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

View Full Filing

View this 8-K filing on SEC EDGAR