Agape ATP Corp
For the period ended Jan 22, 2025. Filed Jan 22, 2025.
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Jan 22, 2025 · Filed Jan 22, 2025
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia,
Taman Desa, Kuala Lumpur, Malaysia 58100
2025****NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Notice is hereby given that a Special Meeting of Stockholders (the “Special Meeting”) of Agape ATP Corporation will be held on February 5, 2025, at 10:00 p.m. Malaysia Time, at our office at 1705 – 1708, Level 17, Tower 2, Faber Towers, Jalan Desa Bahagia, Taman Desa, Kuala Lumpur, Malaysia (Postal Code: 58100). Stockholders will be able to attend the meeting in-person and vote, for the following purposes:
| 1. | Authorized Shares Proposal. Approval, for an amendment to the Company’s Articles of Incorporation, as amended to date, to increase the number of authorized shares of common stock from 50,000,000 to 500,000,000. |
| 2. | Share Issuance Proposal. Approval, for purposes of Nasdaq listing rule 5635(a), of the issuance by the Company of that number of shares of Company common stock, par value $0.0001 per share (the “Common Stock”) that would cause the Regulation S Investors (as defined below), in aggregate, to beneficially own twenty percent (20%) or more of the Common Stock or voting power of the Company, through their purchase, in aggregate, of up to 46,000,000 shares of Common Stock (the “Subscription Shares”), or approximately 92% of the issued and outstanding shares of the Company following the closing of the transaction. The Subscription Shares are to be issued pursuant to the terms of certain subscription agreements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 902 of Regulation S promulgated thereunder as set forth in those certain securities subscription agreements, the form of which is attached herewith as Appendix A (the “Subscription Agreements”); |
| 3. | Adjournment Proposal. Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1 and 2. |
The Company’s board of directors (the “Board”) has fixed the close of business on January 8, 2025 as the date (the “Record Date”) for a determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any adjournment thereof. Each share of Common Stock is entitled to one vote. As of January 8, 2025, we had 3,989,956 shares of Common Stock issued and outstanding.
This notice and the proxy statement are first being mailed to Stockholders on or about January 24, 2025.
| By Order of the Board of Directors, | |
| /s/ How Kok Choong | |
| Name: | How Kok Choong |
| Title: | Director, Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Secretary |
Your vote is very important. Whether or not you plan to attend the annual meeting of shareholders, we urge you to vote and submit your proxy on the internet or by mail. If you are a registered shareholder and attend the annual meeting, you may revoke your proxy and vote your shares in person. If you hold your shares through a bank or broker and want to vote your shares in person at the annual meeting, please contact your bank or broker to obtain a legal proxy. Thank you for your support.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be Held on February 5, 2025: Pursuant to the rules of the Securities and Exchange Commission, with respect to the Special Meeting, we have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. The Notice of Special Meeting of Stockholders and Proxy Statement are also available at https://ts/vstocktransfer.com/irhlogin/AGAPEATPCORP (under the “Documents & Forms” Section).
PROXY STATEMENT
2025****SPECIAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| Information about the Special Meeting and Voting | 1 |
|---|---|
| Matters To Be Considered At Special Meeting | 5 |
| Proposal 1: Share Issuance Proposal | 5 |
| Proposal 2: Authorized Shares Proposal | 7 |
| Proposal 3: Adjournment Proposal | 10 |
| Security ownership of certain beneficial owners and management | 11 |
| Householding of Proxy Materials | 12 |
| Other Matters | 12 |
| Where You Can Find Additional Information | 12 |
| Form of Securities Subscription Agreement | Appendix A |
Forward-Looking Statements
This proxy statement (this “Proxy Statement”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Proxy Statement that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the Company’s use of the proceeds from that certain Securities Subscription Agreement (the “Subscription Agreement”) to be entered into by and between the Company and the investor party signatory thereto, and our ability to comply with applicable Nasdaq listing requirements. These statements are based on management’s current assumptions and are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including that the issuance of Common Stock contemplated in Proposal 2 (the “Share Issuance Proposal”) may not be approved by the Company’s stockholders. For other important factors that could cause actual results to differ materially from the forward-looking statements in this Proxy Statement, please see the risks and uncertainties identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 which is available on the Company’s website athttps://atpc.com.my/sec-filing/ and on the SEC website atwww.sec.gov. All forward-looking statements reflect the Company’s beliefs and assumptions only as of the date of this Proxy Statement. The Company undertakes no obligation to update forward-looking statements to reflect future events or circumstances. Capitalized terms shall have the meanings ascribed to such terms in the Proxy Statement.
PROXY STATEMENT
2025****SPECIAL MEETING OF STOCKHOLDERS
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