SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

AGBA Holding Ltd

(Last)

(First)

(Middle)

C/O AGBA ACQ LTD, RM 1108, 11 FL, BLK B,

NEW MANDARIN PLZ, 14 SCIMUSEUM RD,

(Street)

TSIMSHATSUI EAST, KOWLOON

00000

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/16/2019

3. Issuer Name and Ticker or Trading Symbol
AGBA Acquisition Ltd [ AGBAU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	1,261,000	I	Indirectly owned through AGBA Holding Limited⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Purchaser Ordinary Shares	⁽²⁾	⁽³⁾	Ordinary Shares	127,500	$11.5	D
Rights to Acquire Ordinary Shares	⁽⁴⁾	⁽⁴⁾	Ordinary Shares	22,500	⁽⁴⁾	D

Explanation of Responses:

1. The securities reported herein are held by AGBA Holding Limited and may be deemed to be indirectly beneficially owned by Samuel Chan. Mr. Chan disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The warrants become exercisable on the later of (i) the completion of the registrant's initial business combination and (ii) 12 months from the closing of the registrant's initial public offering.

3. The warrants expire 5 years after the completion of the registrant's initial business combination or earlier upon redemption or liquidation, as described in the registrant's prospectus filed with the SEC.

4. The rights convert automatically into ordinary shares at the completion of the registrant's initial business combination.

	/s/ Samuel Chan	03/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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