AGBA Group Holding Limited announced that entered into term sheets for a private placement offering with an institutional investor, the company's president, Wing-Fai Ng and company's management team to issue 8,918,357 common shares at an issue price of $0.7 per share for the gross proceeds of $6,242,850 and 1,783,671 warrants share at an issue price of $0.70 per share for the gross proceeds of $0.70 per share for the gross proceeds of $1,248,569.7; aggregate gross proceeds of $7,491,419.7 on November 7, 2023. The purchase price of the Share Placement will be $0.70 per ordinary share of the Company and associated warrants. The subscribers to the shares will receive one warrant for every five shares subscribed.

Each warrant is exercisable into one ordinary share at $1.00 per share six months after the issuance of the warrants. There is also conversations are ongoing with additional investors that are interested in participating in the Share Placement, which may further increase the total amount of the Share Placement. The Warrants will be exercisable six months after the issuance date for a period of five years after the exercise date.

The securities sold in the Offering were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the ?Securities Act?), and/or Rule 506 of Regulation D promulgated thereunder. The Warrants have an exercise price of $1.00 per Ordinary Share and shall be exercised with more than $500,000 for each exercise.