The $22tn US Treasury sector is ill-equipped to finance regardless of what US investing deals are eventually sent by Congress. The administration and marketplace regulators know that, and are planning to formally acquire a new market structure.
Do the job has started off even just before the Federal Reserve board has confirmed (or reconfirmed) the next chair and vice chair. Officers together with Nellie Liang, the below secretary of the Treasury for domestic finance, and Gary Gensler, chair of the Securities and Exchange Fee, have by now been laying out preliminary sketches.
Their shared idea is to shift to a current market exactly where the liquidity is supplied by a range of substantial and compact contributors, somewhat than a couple of dozen “primary dealers” and 50 significant hedge cash.
As Gensler put it this week: “The basic principle is something that humankind has understood due to the fact antiquity. If you carry sellers into a general public square and they compete marketing apples, it is crystal clear what the prices are, and the townspeople gain from those competitive price ranges.”
The Treasury, the Fed and regulators like Gensler are haunted by the Treasury market’s seize-up in March very last year, which shook worldwide markets. As a paper co-authored by Liang has set it, “large and widespread marketing of bonds . . . overwhelmed the source of liquidity by the securities dealers that act as bond marketplace intermediaries.”
Alright, so by no means yet again. The would-be sector redesigners, however, do yet not have the data they would involve on the workings of the existing current market machine.
As one strategist for a significant dealer describes the March episode past year, “this was like 2007 and 2008 no person understood in which all the risk in the method was, and how it was marked (valued) . . . It’s all a finish squander of time right until you locate out wherever the leverage is. And that leverage transpires primarily in Treasuries.”
Appear at the New York Fed’s study “Sizing hedge funds’ Treasury current market activities and holdings” unveiled on October 6. The NY Fed calculated hedge funds’ pursuits by their “gross market exposure”. This is described as “the sum of their prolonged and shorter exposures” to equally Treasury securities and derivatives.
That amounted an astonishing $2.4tn by February 2020, larger than the quantities now currently being haggled about for the Congressional Democrats so-referred to as reconciliation price range invoice. So when the money dumped $173bn of that in March 2020, it hurt.
Detect the research came out a complete yr and a 50 percent immediately after the traumatic activities. And drilling down, some information are estimates that “follow an algorithm” and so on. Treasury market operating “may have been affected” by the actions of hedge resources that trade on the relative price of assets. But who can be certain?
And this lagging facts does not tell up how quite a few occasions a Treasury safety was lent by investors, financial institutions, and hedge cash to industry participants for temporary re-use as significant high-quality collateral in high-pace foreign trade or interest amount spinoff trades.
In accordance to IMF gathered studies, there was $9.4tn of this kind of collateral held by the world’s 18 greatest sellers at the end of 2020. From the Treasury’s stage of view, collateral lending gives a good deal of demand from customers for the securities it is issuing, helps make offering them a lot easier. It also allows loosen fiscal problems as a kind of secured leverage. But has this lending or relending develop into much too speedy-hearth and unstable?
Even with the uncertainties on the knowledge, officers such as Liang, Gensler, and Fed board member Lael Brainard are intent on investigating how “central clearing” of all Treasury transactions can lower dependence on hedge money and the major dealers. This type of complex system would simultaneously act as a seller to all customers and a customer to all sellers.
Sifma, a US securities sector affiliation, argued in a take note from March this 12 months that: “Even with most Treasury trades being centrally cleared, it is hugely not likely that adequate capacity would have been freed up to soak up the ‘dash-for-cash’ by investors that occurred very last year.”
You could argue Sifma is focused on its members’ curiosity, not the public’s. But Manmohan Singh, an IMF pro in market plumbing, asserted in a May possibly 2021 note that central clearing of Treasuries would necessarily be linked to the CME’s clearing of Treasury derivatives.
In his watch, “that would cram a lot more of the most significant bond industry in the entire world into presently too-major-to-are unsuccessful establishments eventually puttable to the taxpayer. That would most likely require better scrutiny from the Fed, and maybe the warranty of further liquidity traces.”
I have to admire the braveness of the Treasury officials and regulators in hacking through the jungle of Treasury industry redesign. I wonder if or when they will emerge with a system.
Square’s for each-share earnings ended up a touch higher than predicted.
Courtesy Sq.
Square issued a combined earnings report on Thursday, with a single analyst saying the results “lacked pizazz.” A number of Wall Street analysts decreased their gain forecasts for this calendar 12 months, but the general sentiment on the stock continue to appears upbeat.
Analysts argue that Square (ticker: SQ) has a lot of new development drivers, such as much more crypto-connected products and solutions and companies. Also on the list is Square’s prepared acquisition of the “buy now pay back later” firm Afterpay, scheduled to near in the first quarter of 2022.
Square’s third-quarter final results weren’t wonderful. The company claimed total gross revenue of $1.13 billion, a bit missing consensus forecasts for $1.15 billion. Adjusted earnings in advance of curiosity, taxes, depreciation, and amortization, or Ebitda, came in at $233 million, beating forecasts for $217 million.
Sq. claimed $.37 in earnings for every share, missing forecasts by a penny.
A essential challenge was gross earnings expansion for Square’s Hard cash Application. Dependent on two-year tendencies, development decelerated from a compound yearly level of 128{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} in the next quarter to 104{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} in the 3rd quarter, in accordance to Mizuho Securities analyst Dan Dolev. The deceleration was due to slower income advancement from Bitcoin, which users obtain by way of the Cash Application, as properly as weaker progress in software program and providers, and transaction-based mostly income, Dolev stated.
Even though the all round consequence “lacked pizazz,” in his watch, there were being reasons to continue recommending the stock, like robust inflows of funds into Cash Application. The corporation now delivers cellular-verify and paper-cash deposits into the application. Men and women can insert dollars by a card loaded up at vendors like
Walgreens
and
Spouse and children Greenback .
Square is also advertising Dollars Application to young children, aiming to get it to young people age 13-17, a sector of 20 million folks in the U.S. And Money Application ought to advantage from transaction expansion as Square integrates Afterpay, which lets men and women make biweekly or month-to-month installment payments on personal purchases.
Square is acquiring deeper into crypto, far too. Money Application has come to be a electronic wallet for Bitcoin. Buyers bought and marketed extra than $1.8 billion of the forex in the quarter, delivering Square with a 2{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} lower in relevant service fees. The corporation is ramping up financial investment in crypto-similar products and solutions and companies, launching a small business device termed TBD that will contain a system for decentralized-finance, or DeFi, solutions and additional Bitcoin-related merchandise.
“We’re going to be building a components wallet, we’re exploring Bitcoin mining, a shopper device to mine Bitcoin at dwelling or in a business for our Vendor enterprises,” Sq. CEO Jack Dorsey mentioned on a contact with analysts. The business options to release a white paper on the challenge on Nov. 19, he additional.
Nevertheless, a number of analysts trimmed their forecasts. Dolev lower his full-12 months Ebitda outlook to $968 million from $1 billion. MoffettNathanson analyst Lisa Ellis explained she expects EPS of $1.57 this 12 months, down from $2.07 beforehand. She also slice her 2022 estimates.
But equally analysts reiterated Invest in scores on the stock, as did various many others. Wolfe Research’s Darrin Peller argued that buyers ought to use a dip in value to accumulate shares, writing that the quarter should really be viewed as “a clearing event” and “buying chance.”
Susquehanna Economical analyst James Friedman also reiterated a “positive” ranking on the stock, with a target of $300 for the price.
Square’s inventory has not been a winner for months, nevertheless. It is down 11{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} due to the fact early August in opposition to a 7.6{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} obtain for the
Nasdaq Composite
index. The inventory was underperforming on Friday shares of the payment organization were down 2.2{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} to all over $241, when the Nasdaq Composite Index was ahead .6{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}.
U.S. Speaker of the Property Rep. Nancy Pelosi (D-CA) speaks as she joins spiritual leaders in the course of a information convention outside the house the U.S. Capitol Oct 20, 2021 in Washington, DC.
Alex Wong | Getty Photographs
Property Democrats proposed several regulations to curb retirement accounts of the wealthy, aspect of a wide restructuring of the tax code tied to the party’s Make Again Superior social and climate spending package deal.
Wealthy men and women with additional than $10 million in retirement savings would have to draw down their accounts each calendar year, in a new form of required least distribution, or RMD, in accordance to up-to-date legislation issued Wednesday night by the Household Budget Committee.
Lawmakers would also near “backdoor Roth” tax loopholes for the wealthy, and prohibit further more personal retirement account contributions the moment people accounts exceed $10 million.
The actions are aimed at curbing the use of 401(k) ideas and IRAs as tax shelters for the wealthy.
Far more from Particular Finance: Most up-to-date variation of Democrat bill incorporates advancements to Medicare Democrats take care of to get 4 weeks of paid go away again into social paying out invoice Vaccine mandates are surging in position listings
The proposals were being bundled in an preliminary House tax proposal in September. Even so, the White House stripped the retirement-prepare regulations from a $1.75 trillion framework issued Oct. 28 soon after prolonged negotiations with holdout customers of the Democratic celebration, who were concerned about some tax and other components of the bundle.
Some of the earlier retirement proposals did not re-seem in the new iteration, nonetheless.
For illustration, the original laws would have disallowed IRA investments like personal fairness that demand proprietors to be so-identified as “accredited buyers,” a standing tied to wealth and other components.
And some of the principles would kick in decades later on than initially proposed.
The legislative draft, which is still issue to alter, aims to elevate taxes on homes creating additional than $400,000 a yr and corporations in order to fund expanded entry to kid treatment, household care and wellness treatment cut taxes for reduced and center earners and devote in measures to curb weather alter.
Republicans staunchly oppose the system. Democrats, who have razor-skinny margins, cannot manage to reduce a vote on the Senate and rarely any in the Property for the evaluate to go.
It truly is unclear how will the Senate will ultimately land on the tax steps and other elements of the wide package.
“It truly is form of like a chess sport,” Robert Keebler, an accountant and estate planner primarily based in Environmentally friendly Bay, Wisconsin, mentioned. “When will the Senate make its shift?”
RMDs for $10 million accounts
At present, RMDs for account entrepreneurs are tied to age alternatively of wealth. Roth IRA owners also aren’t topic to these distributions underneath recent law. (One particular exception: inherited IRAs at death.)
The Dwelling legislation would include to those principles, asking wealthy savers of all ages to withdraw a substantial share of mixture retirement balances yearly. They’d possibly owe earnings tax on the funds.
The formulation is intricate, dependent on things like account sizing and kind of account (pretax or Roth). Here is the standard premise: Accountholders will have to withdraw 50{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of accounts valued at a lot more than $10 million. More substantial accounts ought to also draw down 100{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of Roth account dimension about $20 million.
The distributions would only be required for persons whose revenue exceeds $400,000. The threshold would be $450,000 for married taxpayers submitting jointly and $425,000 for heads of household.
The provision would start after Dec. 31, 2028. (It would have started right after Dec. 31, 2021 in the September Household proposal.)
Persons with millions of dollars in retirement discounts would possible transform their monetary programs to circumvent the rules’ affect if they’re adopted, Keebler claimed.
“There could be persons previously at $6 million [for example] who could make a decision not to put more dollars into their IRAs, but into life insurance coverage or other statutory tax shelters,” Keebler explained.
imagedepotpro | E+ | Getty Illustrations or photos
Roth IRAs are in particular desirable to wealthy buyers. Expense development and upcoming withdrawals are tax-free (right after age 59½), and there aren’t essential withdrawals at age 72 as with traditional pre-tax accounts.
Even so, there are money limits to contribute to Roth IRAs. In 2021, one taxpayers won’t be able to help you save in one particular if their income exceeds $140,000.
But recent legislation allows superior-money folks to preserve in a Roth IRA by way of “backdoor” contributions. For instance, buyers can transform a regular IRA (which won’t have an revenue limit) to a Roth account.
Present legislation also enables for “mega backdoor” contributions to a Roth IRA applying just after-tax price savings in a 401(k) system. (This system lets the rich change considerably more substantial sums of funds, due to the fact 401(k) designs have increased once-a-year price savings restrictions than IRAs.)
The Residence legislation would deal with each.
To start with, it would prohibit any soon after-tax contributions in 401(k) and other office programs and IRAs from getting converted to Roth financial savings. This rule would use to all revenue stages starting up soon after Dec. 31, 2021.
Secondly, savers would be unable to change pre-tax to Roth price savings in IRAs and place of work retirement strategies if their taxable income exceeds $400,000 (one people today), $450,000 (married partners), or $425,000 (heads of domestic). It would start following Dec. 31, 2031.
Recent legislation allows taxpayers make IRA contributions irrespective of account sizing.
Nevertheless, the laws would prohibit people from generating additional contributions to a Roth IRA or regular IRA if the whole benefit of their merged retirement accounts (together with office ideas) exceeds $10 million.
The provisions of this segment are effective tax decades beginning soon after December 31, 2028. (It would have started immediately after Dec. 31, 2021 in the September Household proposal.)
The rule would apply to single taxpayers after profits is above $400,000 married partners above $450,000 and heads of residence above $425,000.
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The Occupational Safety and Overall health Administration (OSHA) states it is “seeking comment” about regardless of whether firms with fewer than 100 workforce really should be subject to the COVID-19 vaccine and tests mandate it is implementing on huge enterprises.
OSHA’s need will force corporations with much more than 100 workers to mandate vaccines or else their workers will will need to wear masks and be examined for COVID-19 weekly. It will go into effect Jan. 4.
President Biden holds his experience mask and waves as he exits Air Force A person at Capital Region Global Airport, Tuesday, Oct. 5, 2021, in Lansing, Michigan. Biden’s administration is applying a COVID-19 vaccine and testing mandate on major busines (AP Photo/Evan Vucci / AP Newsroom)
OSHA VACCINE MANDATE TO Hit Large Companies JAN. 4, WITH Significant FINES FOR NONCOMPLIANCE
But according to a summary released by OSHA, it appears to be taking into consideration implementing the rule for little firms as effectively.
“OSHA is confident that employers with 100 or much more workforce have the administrative ability to implement the standard’s demands immediately, but is fewer self-assured that lesser employers can do so with no undue disruption,” the summary claims. “OSHA requires extra time to assess the potential of scaled-down employers, and is trying to find comment to support the company make that resolve.”
The very same language is involved in the Federal Sign up page for the vaccine rule.
In this July 27, 2020, file photograph, nurse Kathe Olmstead prepares a shot that is aspect of a possible COVID-19 vaccine, designed by the Nationwide Institutes of Wellness and Moderna Inc., in Binghamton, New York. (AP Photo/Hans Pennink / AP Visuals)
A Office of Labor spokesperson informed FOX Business Friday that it is indeed thinking of whether to prolong the vaccine or mask and screening mandate to companies with fewer than 100 employees.
“OSHA chose a 100-personnel threshold at this time simply because the company is assured that businesses with 100 or far more workforce have the administrative capability to implement the standard’s needs immediately,” the spokesperson said. “Since the emergency situation required OSHA to act quickly, the information quickly readily available to the company did not allow it to confidently assess the influence on more compact firms.”
The spokesperson additional: “OSHA will take into consideration irrespective of whether to extend the rule to more compact firms in the general public rulemaking that starts with the publication of this unexpected emergency rule.”
FRANKFORT, Ky. (AP) — A report by Kentucky’s Council on Postsecondary Training has observed that weak fiscal management by Kentucky Point out University leadership in new years has resulted in major economical losses, Gov. Andy Beshear explained Friday.
The report also recommended that the institution receive $23 million in exclusive appropriations from the state spending budget to include current spending plan shortfalls.
The Democratic governor ordered the evaluation of Kentucky’s only general public historically Black college right after the university’s president resigned in August. The college is presently below point out oversight.
“When I read about KSU’s money predicament, I requested for a entire, unbiased and clear accounting of the university’s funds, and nowadays we are releasing the findings of that evaluation,” Beshear reported in a assertion. “We are dedicated to KSU and, as a single of two Historically Black Schools and Universities in Kentucky, KSU ought to be set on a path to balance so it is equipped to go on supplying a large-high-quality education for generations to appear.”
The report, which contains an advancement strategy, was demanded by the governor’s executive buy for the university to be regarded for further funding.
KSU officers informed a legislative committee in September that the college will need to have crisis funding to continue to be open up via the conclusion of the academic year. They also documented that the faculty has a shortfall that consists of $15.5 million from past year’s spending plan, as very well as a $7 million shortfall for this year’s spending plan.
“We are self-confident we’re likely to be capable to make it to January. We think we can make it by means of April,” KSU’s vice president for finance, Gregory Hurry, informed lawmakers.
While KSU documented previously this yr that it been given beneficial final results from its annual unbiased monetary audit, the councils’ report uncovered proof of very poor fiscal management by college leadership resulting in economic losses starting in 2018-19.
For occasion, hard cash move as reported on the audited economical statements was fairly stable in 2016 and 2017, at $19.9 and $18.7 million, respectively, right before declining to $14. million in fiscal yr 2018. Then, in fiscal years 2019 and 2020, funds flows declined to around $2 million.
“The decline in income reserves among 2016 and 2020 resulted from working deficits totaling $35 million above the similar period,” the report reported.
The council’s report also outlines “several inappropriate techniques” employed by college leadership to make payroll obligations. KSU unsuccessful to fork out distributors in a well timed fashion and obtain pupil personal debt owed to the college. Employees also indicated that they were being advised to “not remedy their phones” when distributors called, and “that they ended up threatened with termination if they disclosed that the university did not have ample funds for its obligations.”
In addition to the $23 million to go over the fiscal calendar year 2021-22, the university also requests $1 million for every 12 months till 2024. At a council assembly Friday, President Aaron Thompson said the cash will support stabilize KSU into the upcoming.
“Kentucky Point out University is vitally vital to the landscape of bigger education in Kentucky, and to our pupils, our workforce and our economic climate. This appropriation request supports the Council’s motivation and our operate that it not only survives, but thrives,” he stated.
Kentucky’s Standard Assembly will look at the condition budget in the upcoming typical legislative session, which begins in January.
___
Hudspeth Blackburn is a corps member for the Affiliated Push/Report for The united states Statehouse Information Initiative. Report for The usa is a nonprofit national company application that spots journalists in community newsrooms to report on undercovered challenges.
The post-combination combined company is expected to trade on the NASDAQ after closing under the same ticker symbol
AGBA Acquisition Limited (“AGBA”) has entered into a business combination agreement with TAG Holdings Limited (“TAG”) and its wholly-owned subsidiaries TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings Limited (“OPH”), and TAG Asia Capital Holdings Limited (“Fintech”).
OPH and Fintech (“Platform Businesses”) form an integral part of TAG’s wider portfolio of companies.
The deal gives the Platform Businesses a combined base enterprise value of US$555 million. In addition, AGBA and the Platform Businesses will aim to ensure that the post-combination combined company shall receive a sufficient amount to fund its agreed business plans and operations in immediately available cash, net of expenses and liabilities, of at least US$35,000,000 comprised of (i) amounts not redeemed from AGBA’s trust account and (ii) amounts raised in private investment in public equity (PIPE).
NEW YORK, Nov. 4, 2021 /PRNewswire/ — AGBA Acquisition Limited (“AGBA”) (NASDAQ: AGBA, AGBAU, AGBAW, AGBAR), a special purpose acquisition company, announced today that it has entered into a business combination agreement (the “Business Combination Agreement”) with TAG Holdings Limited (“TAG”), a British Virgin Islands diversified financial holding company, and its wholly-owned subsidiaries, TAG International Limited, a British Virgin Islands business company engaged in business-to-business services (“B2B”), TAG Asset Partners Limited, a wholly-owned subsidiary of B2B (“B2BSub”), OnePlatform International Limited, a wholly owned subsidiary of B2BSub (“HKSub”), OnePlatform Holdings Limited, a Hong Kong-headquartered company that engages in business-to-business services through its wholly-owned subsidiaries (“OPH”), and TAG Asia Capital Holdings Limited, a British Virgin Islands business company which engages in the financial technology sector through its wholly-owned subsidiaries (“Fintech”). As part of the transaction, OPH will first become a subsidiary of B2B through a merger with HKSub, following which AGBA will form two wholly-owned subsidiaries which will merge with B2B and Fintech, respectively, with B2B and Fintech as the surviving entities (the “Acquisition Merger”).
In consideration of the Acquisition Merger, AGBA will issue 55,500,000 ordinary shares with a deemed price per share of US$10.00, as directed by TAG, in its capacity as the sole shareholder of B2B and Fintech. Upon the completion of the business combination, the parties plan for the combined company to be NASDAQ-listed under AGBA’s current ticker symbol – AGBA. The post-combination combined company of the Platform Businesses (the “Combined Company”) thereby will become a publicly listed company.
“We are thrilled to partner with AGBA to create a unique market-leading personal ‘wealth and health’ platform company in the Greater Bay Area (GBA). As the GBA is one of the world’s largest financial services markets, with an overall economy size of US$1.7 trillion, we are honoured to create a digital ecosystem that offers full-suite financial products and services to individual and corporate customers, by leveraging existing infrastructure, customer base and business partners to optimize customer experience empowered by technology. We are particularly well-positioned to capture opportunities emerging from the Wealth Management Connect and Insurance Connect schemes. The Combined Company will enable our digital transformation and further strengthen our competitive advantages in procuring and financing new clients and partners,” said Wing-Fai Ng, President of TAG.
“A successful SPAC needs to be thoughtful about all phases of the SPAC life-cycle, from target search, diligence, post combination value-add through to public market stakeholder management. Our mission at AGBA is to partner with fundamentally attractive enterprises as they journey into the U.S. public markets and create sustainable value for shareholders. We are extremely honored to become associated with OnePlatform Holdings Limited and TAG Asia Capital Holdings Limited, companies with an accomplished management team, as they develop innovative financial products and services to address customers’ evolving needs. We look forward to working together to complete the business combination,” said Gordon Lee, CEO of AGBA.
Key Transaction Terms
Under the terms of the Business Combination Agreement, through the Acquisition Merger AGBA will acquire all of the issued and outstanding equity securities of each of the Platform Businesses in consideration for the issuance of 55,500,000 AGBA ordinary shares, as directed by TAG, in its capacity as the sole shareholder of the B2B and Fintech.
Loeb & Loeb LLP is acting as legal advisor to AGBA and Dechert LLP is acting as legal advisor to TAG and its subsidiaries.
The description of the transaction contained herein is only a summary and is qualified in its entirety by reference to the Business Combination Agreement relating to the transaction, a copy of which will be filed by AGBA with the SEC as an exhibit to a Current Report on Form 8-K.
About The Platform Businesses
OnePlatform Holdings Limited (“OPH”) and TAG Asia Capital Holdings Limited (“Fintech”) (collectively “Platform Businesses”) form an integral part of TAG’s wider portfolio of companies. Through their wholly-owned subsidiaries, OPH is engaged in business-to-business (or B2B) services and Fintech is engaged in the financial technology or fintech business. The Platform Businesses are wholly-owned by TAG Holdings Limited (“TAG”).
About AGBA Acquisition Limited
AGBA Acquisition Limited is a British Virgin Islands company incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. AGBA’s efforts to identify a prospective target business are not limited to a particular industry or geographic region, although it has focused on operating businesses in the healthcare, education, entertainment and financial services sectors that have their principal operations in China.
Forward-Looking Statements
This press release contains, and certain oral statements made by representatives of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech, and their respective affiliates, from time to time may contain, “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Actual results of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, expectations of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from expected results. Most of these factors are outside the control of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech following the announcement of the Business Combination Agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech or other conditions to closing in the Business Combination Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from insurance regulators) required to complete the transactions contemplated by the Business Combination Agreement; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the Combined Company’s ordinary shares on NASDAQ following the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the Combined Company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that the AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech or the Combined Company may be adversely affected by other economic, business, and/or competitive factors; and (12) other risks and uncertainties to be identified in the definitive proxy statement and registration statement on Form S-1 that will be filed by AGBA (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the Securities and Exchange Commission (“SEC”) made by AGBA, TAG, B2B, B2BSub, HKSub, OPH, and/or Fintech. AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech caution that the foregoing list of factors is not exclusive. AGBA, TAG, B2B, B2BSub, HKSub, OPH, and Fintech caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither AGBA, TAG, B2B, B2BSub, HKSub, OPH, nor Fintech undertakes or accepts any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, subject to applicable law. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into this press release.
Important Information
AGBA Acquisition Limited (“AGBA”), and its respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of AGBA ordinary shares in respect of the proposed transaction described herein. Information about AGBA’s directors and executive officers and their ownership of AGBA’s ordinary shares is set forth in ABGA’s Annual Report on Form 10-K filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the definitive proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated below.
In connection with the transaction described herein, AGBA will file relevant materials with the SEC including a preliminary proxy statement and a registration statement on Form S-1, or other appropriate form. Promptly after the registration statement is declared effective and the SEC has completed its review of the proxy statement, AGBA will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT AGBA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AGBA, TAG, TAG’S SUBSIDIARIES, AND THE TRANSACTION. The proxy statement, registration statement on Form S-1 and other relevant materials in connection with the transaction (when they become available), and any other documents filed by AGBA with the SEC, may be obtained free of charge at the SEC’s website (www.sec.gov).
Contacts
For AGBA Acquisition Limited: Gordon Lee, CEO Gordonlee9520@yahoo.com +852 6872 0258
For TAG Holdings Limited: Wing Fai Ng, President Wfng@oneplatform.com.hk +852 3601 8363
