Form S-1/A AGBA Acquisition Ltd

As filed with the Securities and Exchange Commission on May 10, 2019

Registration No. 333-230804

 

 

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

FORM S-1/A (Amendment No. 2)  REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AGBA Acquisition Limited (Exact name of registrant as specified in its charter)

British Virgin Islands		6770		n/a
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

Room 1108, 11th Floor, Block B 

New Mandarin Plaza, 14 Science Museum Road 

Tsimshatsui East, Kowloon, Hong Kong 

Tel: +852 3998 4852 

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Gordon Lee
Chief Executive Officer
Room 1108, 11th Floor, Block B

New Mandarin Plaza, 14 Science Museum Road

Tsimshatsui East, Kowloon, Hong Kong

Tel: +852 3998 4852

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Lawrence Venick Giovanni Caruso Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 (212) 407-4000 (212) 407-4990 — Facsimile

Louis Taubman, Esq.  Arila Zhou, Esq.  Hunter Taubman Fischer & Li LLC  1450 Broadway, 26th Floor  New York, New York 1018  (917) 512-0827  (212) 202-6380 — Facsimile

  

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	þ	Smaller reporting company	þ
Emerging growth company	þ

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of Security being registered		Amount to be Registered				Proposed maximum offering price per share				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee
Units, each consisting of one Ordinary Share, $.001 par value, one Redeemable Warrant to acquire one-half (1/2) of one Ordinary Share, and one Right to acquire one-tenth of an Ordinary Share(2)			4,600,000			$	10.00			$	46,000,000.00			$	5,575.20
Ordinary Shares included as part of the Units(2)			4,600,000				—				—				—	(3)
Redeemable Warrants included as part of the Units(2)			4,600,000				—				—				—	(3)
Rights included as part of the Units			4,600,000				—				—				—	(3)
Ordinary Shares underlying Warrants included as part of Units(2)			2,300,000			$	—			$	—			$	—	(3)
Ordinary Shares underlying Rights included as part of Units(2)			460,000			$	10.00			$	4,600,000.00			$	557.52
Representative’s Unit Purchase Option			1			$	100.00			$	100.00				0.01
Units underlying the Representative’s Unit Purchase Option			276,000			$	11.00			$	3,036,000.00				367.96
Ordinary Shares underlying the Representative’s Unit Purchase Option			276,000			$	—			$	—			$	—	(3)
Warrants underlying the Representative’s Unit Purchase Option			276,000			$	—			$	—			$	—	(3)
Rights underlying the Representative’s Unit Purchase			276,000			$	—			$	—			$	—	(3)
Ordinary Shares underlying the Warrants included as part of the Representative’s Unit Purchase Option			138,000			$	—			$	—			$	—	(3)
Ordinary Shares underlying the Rights included as part of the Representative’s Unit Purchase Option			27,600			$	11.00			$	303,600.00			$	36.80
Total										$	53,939,700.00			$	6,537.49	(4)

 

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.

 

(2)

Includes Units and shares of Common Stock and Warrants underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

 

	(3)	No fee pursuant to Rule 457(g).
	(4)	Previously paid.

  

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

  

EXPLANATORY NOTE

This amendment No. 2 to the Registration Statement on Form S-1 is being filed solely to include certain exhibits to the Registration Statement as indicated in the Exhibit Index contained in Part II of this Registration Statement.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution.

 

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

 

SEC Registration Fee			6,537
FINRA filing fee			8,591
Accounting fees and expenses			40,000
Nasdaq listing fees			55,000
Printing and engraving expenses			45,000
Legal fees and expenses			250,000
Miscellaneous			194,872	(1)
Total		$	600,000

 

(1)	This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs.

 

Item 14. Indemnification of Directors and Officers.

 

British Virgin Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent that directors must act honesty and in good faith, with a view to what that director believes is the best interest of the Company. Our memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by law.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

 

Item 15. Recent Sales of Unregistered Securities.

 

During the past three years, we sold the following ordinary shares without registration under the Securities Act:

 

●

In February 2019, the Company issued an aggregate of 1,150,000 ordinary shares to certain of its initial shareholders for an aggregate purchase price of $25,000, or approximately $0.022 per share, in connection with the Company’s organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

●

In addition, our sponsor has committed to purchase an aggregate of 210,000 private units from the Company on a private placement basis simultaneously with the consummation of this offering. Our sponsor has also agreed that if the over-allotment option is exercised by the underwriters in full or in part, they will purchase from the Company at a price of $10.00 per private unit up to an additional 15,000 private units. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

No underwriting discounts or commissions were paid with respect to such sales.

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a)

The following exhibits are filed as part of this Registration Statement:

 

 

Exhibit No.		Description
1.1*		Form of Underwriting Agreement.
3.1*		Memorandum and Articles of Association.
4.1*		Specimen Unit Certificate.
4.2*		Specimen Ordinary Share Certificate.
4.3*		Specimen Warrant Certificate.
4.4*		Specimen Right Certificate.
4.5*		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.
4.6 *		Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.
4.7 *		Form of Unit Purchase Option between the Registrant and Maxim Group LLC
5.1		Opinion of Collas Crill
5.2		Opinion of Loeb & Loeb LLP.
10.1*		Form of Letter Agreement among the Registrant, Maxim Group LLC and the Company’s officers, directors and shareholders.
10.2*		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.
10.3*		Form of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Shareholders.
10.4*		Form of Registration Rights Agreement among the Registrant and the Initial Shareholders and Maxim Group LLC.
10.5 *		Form of Subscription Agreement among the Registrant, the Initial Shareholders and Maxim Group LLC.
14*		Form of Code of Ethics.
23.1*		Consent of Marcum LLP
23.2		Consent of Collas Crill (included in Exhibit 5.1).
23.3		Consent of Loeb & Loeb LLP (included in Exhibit 5.2).
24*		Power of Attorney (included on signature page of original filing)
99.1*		Form of Audit Committee Charter.
99.2*		Form of Nominating Committee Charter.
99.3*		Form of Compensation Committee Charter.

 

* Previously filed.

 

Item 17. Undertakings.

 

(a)

The undersigned registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

i.

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

ii.

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

iii.

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

 

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

That for the purpose of determining any liability under the Securities Act of 1933 in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

i.

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

iv.

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

(5)

That for the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

	(b)	The undersigned hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

 

(d)

The undersigned registrant hereby undertakes that:

 

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, on the 10th day of May, 2019.

 

	AGBA ACQUISITION LIMITED
	By:	/s/ Gordon Lee
	Name:	Gordon Lee
	Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Position		Date
/s/ Gordon Lee		Chief Executive Officer (Principal executive officer) and Director		May 10, 2019
Gordon Lee
/s/ Vera Tan		Chief Financial Officer (Principal financial and accounting officer) and Director		May 10, 2019
Vera Tan
/s/ Brian Chan		Director		May 10, 2019
Brian Chan
/s/ Eric Lam		Director		May 10, 2019
Eric Lam
/s/ Thomas Ng		Director		May 10, 2019
Thomas Ng

 

*By	/s/Gordon Lee
	Gordon Lee, attorney in fact

 

 

Exhibit 5.1

 

 

 

AGBA Acquisition Limited ("Addressee") Vistra Corporate Services Centre, Wickhams Cay II, Road Town Tortola, British Virgin Islands	Your Ref
	Our Ref	30000348/0001/SPA
	Doc.	8839830.1
	10 May 2019

 

Dear Sirs

 

AGBA Acquisition Limited (the "Company")

 

We have acted as British Virgin Islands counsel to AGBA Acquisition Limited (the "Company") for the purpose of provides this legal opinion in connection with the Company's registration statement on Form S-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "Act"), as amended, (including its exhibits, the "Registration Statement") related to the offering and sale of :

 

(i) up to 4,000,000 units (the "Units"), each Unit consisting of one ordinary share of the Company of a par value of US$0.001 each (the "Ordinary Shares"), one redeemable warrant to purchase one-half of one Ordinary Share (the "Warrants") and one right to receive one-tenth of an Ordinary Share (the "Rights");

 

(ii) up to 600,000 Units (the "Over-Allotment Units"), which the several underwriters, for whom Maxim Group LLC. is acting as representative ("Representative"), will have a right to purchase from the Company to cover over allotments, if any;

 

(iii) all Ordinary Shares, Warrants and Rights issued as part of the Units and Over-Allotment Units;

 

(iv) all Ordinary Shares that may be issued upon exercise of the Warrants included in the Units and Over-Allotment Units; and

 

(v) all Ordinary Shares issuable upon conversion of the Rights included in the Units and Over-Allotment Units.

 

This opinion letter is given in accordance with the terms of the Legal Matters section of the Registration Statement.

 

1

Document Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1

The certificate of incorporation dated 8 October 2018 and the memorandum and articles of association of the Company as registered or adopted on 10 May 2019 (the "Memorandum and Articles").

   

1.2

The written resolutions of the shareholders and board of directors of the Company each dated 9 May 2019 (together, the "Resolutions") and the corporate records of the Company maintained at the Registry of Corporate Affairs in the British Virgin Islands.

 

BVI // Cayman // Guernsey // Jersey // London // Singapore	www.collascrill.com
Level 40, Ocean Financial Centre, 10 Collyer Quay, Singapore 049315
T: +65 6408 33 99         E: [email protected]
Collas Crill (Singapore) Pte. Limited is registered in Singapore under Company Number: 201113716N and is owned by the members of Collas Crill LLP, the partners of the Jersey legal partnership and the partners of the Cayman legal partnership all trading as Collas Crill.   (Collas Crill LLP is a limited liability partnership registered in Guernsey. Collas Crill LLP converted from a general partnership trading under Collas Crill on 1 September 2016. A list of members is available at the registered office of Collas Crill LLP.)

 

 

 

 

1.3

A certificate from a director of the Company dated 10 May 2019 (the "Director's Certificate").

 

1.4

The Registration Statement.

 

1.5

A draft of the form of the unit certificate representing the Units and the Over-Allotment Units (the "Unit Certificates").

 

1.6

A draft of the form of the warrant agreement and the warrant certificate constituting the Warrants (the "Warrant Documents").

 

1.7

A draft of the form of the rights agreement and the right certificate constituting the Rights (the “Right Documents”).

 

1.8

A draft of the underwriting agreement between the Company and the Representative (the "Underwriting Agreement" and, together with the Unit Certificates, Warrant Documents and Right Documents, the "Documents").

 

2

Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter of the Director's Certificate. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1

The Documents have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands) and that the Memorandum and Articles have been filed with, and registered by, the Registrar of Corporate Affairs in the British Virgin Islands.

 

2.2

The Documents are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York and all other relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

 

2.3

The choice of the laws of the State of New York as the governing law of the Documents has been made in good faith and would be regarded as a valid and binding selection which will be upheld by the courts of the State of New York and any other relevant jurisdiction (other than the British Virgin Islands) as a matter of the laws of the State of New York and all other relevant laws (other than the laws of the British Virgin Islands).

 

2.4

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

 

2.5

All signatures, initials and seals are genuine.

 

2.6

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Documents.

 

 

 

2.7

No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Units, the Over-Allotment Units, the Warrants, the Rights or the Ordinary Shares.

 

2.8

There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York.

 

2.9

The Company will receive money or money's worth in consideration for the issue of the Ordinary Shares, and none of the Ordinary Shares were or will be issued for less than par value.

 

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

 

3

Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1

The Company has been duly incorporated as a company with limited liability and is validly existing and in good standing with the Registrar of Corporate Affairs under the laws of the British Virgin Islands.

 

3.2

The Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement have been duly authorised for issue, and when issued by the Company against payment in full of the consideration as set out in the Registration Statement and in accordance with the terms set out in the Registration Statement, such Ordinary Shares will be validly issued, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is deemed to be issued when the name of the shareholder is entered in the register of members.

 

3.3

The execution, delivery and performance of the Unit Certificates, Warrant Documents and Right Documents have been authorised by and on behalf of the Company and, once the Unit Certificates, Warrant Documents and Right Documents have been executed and delivered by any director or officer of the Company, the Unit Certificates, Warrant Documents and Right Documents will be duly executed and delivered on behalf of the Company and will constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

 

4

Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1

The term "enforceable" as used above means that the obligations assumed by the Company under the Documents are of a type which the courts of the British Virgin Islands will enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. In particular:

 

a)

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

 

b)

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

 

 

 

 

c)

where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

 

d)

some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

 

4.2

To maintain the Company in good standing with the Registrar of Corporate Affairs under the laws of the British Virgin Islands, annual filing fees must be paid and returns made to the Registrar of Corporate Affairs within the time frame prescribed by law.

 

4.3

Under British Virgin Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a British Virgin Islands court for a determination on whether the register of members reflects the correct legal position. Further, the British Virgin Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. For the purposes of the opinion given in paragraph 3.2, there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Company's Ordinary Shares, then the validity of such shares may be subject to re-examination by a British Virgin Islands court.

 

4.4

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion letter or otherwise with respect to the commercial terms of the transactions the subject of this opinion letter.

 

4.5

In this opinion letter, the phrase "non-assessable" means, with respect to the Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Units pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Your faithfully

 

 

COLLAS CRILL

 

 

Exhibit 5.2

 

Loeb & Loeb LLP   345 Park Avenue New York, NY 10154-1895

Main     212.407.4000 Fax        212.407.4990

 

May 9, 2019

 

AGBA Acquisition Limited

Room 1108, 11th Floor, Block B

New Mandarin Plaza, 14 Science Museum Road

Tsimshatsui East, Kowloon, Hong Kong

Re:

AGBA Acquisition Limited

 

Ladies and Gentlemen:

 

We have acted as counsel to AGBA Acquisition Limited, a British Virgin Islands company (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), covering an underwritten public offering of (i) 4,000,000 units (the “Units”), with each Unit consisting of one of the Company’s ordinary shares, $0.001 par value (the “Ordinary Shares”), one redeemable warrant (collectively the “Warrants”), each warrant entitling its holder to purchase one-half (1/2) of one Ordinary Share, and one right to receive one-tenth of an Ordinary Share (collectively, the “Rights”) (ii) up to 600,000 Units (the “Over-Allotment Units”) for which the underwriters have been granted an over-allotment option, (iii) an option (“Unit Purchase Option”) to purchase up to 276,000 Units (the “Purchase Option Units”) granted to Maxim Group LLC, the representative of the underwriters (the “Representative”), (iv) all Ordinary Shares, Warrants and Rights issued as part of the Units, Over-Allotment Units and the Purchase Option Units; (v) all Ordinary Shares issuable upon exercise of the Warrants included in the Units, Over-Allotment Units and the Purchase Option Units; and (vi) all Ordinary Shares issuable upon conversion of the Rights included in the Units, Over-Allotment Units and the Purchase Option Units.

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company. Because the agreements governing the Warrants, the Rights, the Units, the Unit Purchase Option and the Purchase Option Units contain provisions stating that they are to be governed by the laws of the State of New York, we are rendering this opinion as to New York law. We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York. In particular, we do not purport to pass on any matter governed by the laws of the British Virgin Islands.

 

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For the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

 

 

AGBA Acquisition Limited May 9, 2019 Page 2

 

Based upon the foregoing, we are of the opinion that each of the Warrants (including the Warrants issuable in connection with the Over-Allotment Units and the Purchase Option Units), the Rights (including the Rights issuable in connection with the Over-Allotment Units and the Purchase Option Units), the Units, the Over-Allotment Units, the Unit Purchase Option and the Purchase Option Units, if and when paid for in accordance with the terms of the underwriting agreement between the Company and the Representative (the “Underwriting Agreement”), will constitute the valid and legally binding obligation of the Company, enforceable against it in accordance with its terms.

 

In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your U.S. counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

 

Very truly yours,

 

/s/ Loeb & Loeb LLP

 

Loeb & Loeb LLP

 

 

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