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Item 1. Financial Statements

2022-05-16 compared with 2021-11-16 · 732 added, 776 removed, 300 unchanged (83% of the section changed)

Financial Statements

ACQUISITION LIMITED

CONDENSED BALANCE SHEETS

expressed in United States Dollars (“US$”), except for number of shares)

September 30,

AGBA ACQUISITION LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Current assets:

1 unchanged sentence

Cash and investments held in Trust Account

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEIFICIT

Current liabilities:

6 unchanged sentences

Commitments and contingencies

Ordinary shares, subject to possible redemption 3,963,110 and 4,600,000 shares (at redemption value of $ 10.00 per share)

Ordinary shares, subject to possible redemption:

3,646,607 and 3,646,607 shares, as of March 31, 2022 and December 31, 2021 (at redemption value of $ 11.24 and $ 11.09 per share)

Shareholders’ deficit:

1 unchanged sentence

100,000,000 shares authorized;

1,375,000 shares issued and outstanding (excluding 3,963,110 and 4,600,000 shares subject to possible redemption)

Accumulated other comprehensive income

Accumulated deficits

1,375,000 shares issued and outstanding (excluding 3,646,607 shares subject to possible redemption)

Accumulated deficit

( 7,746,124 )

4 unchanged sentences

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

accompanying notes to unaudited condensed financial statements.

ACQUISITION LIMITED

CONDENSED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE

INCOME (LOSS)

expressed in United States Dollars (“US$”), except for number of shares)

See accompanying notes to unaudited condensed consolidated

financial statements.

AGBA ACQUISITION LIMITED

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

(Currency expressed in United

States Dollars (“US$”), except for number of shares)

Three months ended

September 30,

Nine months ended

September 30,

Formation, general and administrative expenses

$ ( 180,831 )

General and administrative expenses

$ ( 322,739 )

1 unchanged sentence

Total operating expenses

Other (expense) income

Change in fair value of warrant liabilities

1 unchanged sentence

Interest income

Total other (expense) income, net

(Loss) income before income taxes

NET (LOSS) INCOME

Other comprehensive income (loss):

Unrealized gain on available held for sale securities

COMPREHENSIVE (LOSS) INCOME

Total other income (expense)

Loss before income taxes

Other comprehensive loss:

Change in unrealized gain on available for sale securities

COMRPEHENSIVE LOSS

$ ( 351,736 )

$ ( 141,977 )

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net (loss) income per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock attributable to AGBA Acquisition Limited

Basic and diluted net loss per share, common stock attributable to AGBA Acquisition Limited

accompanying notes to unaudited condensed financial statements.

ACQUISITION LIMITED

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

expressed in United States Dollars (“US$”), except for number of shares)

Three months ended September 30, 2021

Basic and diluted weighted average shares outstanding, ordinary share subject to possible redemption

Basic and diluted net (loss) income

per share, ordinary share subject to possible redemption

Basic and diluted weighted average shares outstanding, ordinary share attributable to AGBA Acquisition Limited

Basic and diluted net loss per share, ordinary share attributable to AGBA Acquisition Limited

See accompanying notes to unaudited condensed consolidated

financial statements.

AGBA ACQUISITION LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Currency expressed in United

States Dollars (“US$”), except for number of shares)

Three months ended March 31, 2022

Ordinary shares

comprehensive

Total shareholders’

Balance as of July 1, 2021 (revised)

shareholders’

Balance as of January 1, 2022

$ ( 6,846,396 )

$ ( 6,845,021 )

Accretion of carrying value to redemption value

Net loss for the period

Balance as of September 30, 2021

$ ( 2,320,133 )

$ ( 2,318,758 )

Three months ended September 30, 2020

Ordinary shares

comprehensive

Total shareholders’

Balance as of July 1, 2020 (revised)

$ ( 1,237,219 )

$ ( 1,235,844 )

Realized holding gain on available-for-sales securities

Net income for the period

Balance as of September 30, 2020 (revised)

Balance as of March 31, 2022

$ ( 7,746,124 )

$ ( 7,744,749 )

Nine months ended September 30, 2021

Three months ended March 31, 2021

Ordinary shares

comprehensive

Total shareholders’

Balance as of January 1, 2021 (revised)

$ ( 1,492,525 )

$ ( 1,480,977 )

shareholders’

Balance as of January 1, 2021 (Restated)

Accretion of carrying value to redemption value

2 unchanged sentences

Net loss for the period

Balance as of September 30, 2021

$ ( 2,318,758 )

Nine months ended September 30, 2020

Ordinary shares

comprehensive

shareholders’

Balance as of January 1, 2020 (revised)

$ ( 1,455,099 )

$ ( 1,355,621 )

Realized holding gain on available-for-sales securities

Unrealized holding gain on available-for-sales securities

Net income for the period

Balance as of September 30, 2020 (revised)

$ ( 1,293,906 )

$ ( 1,282,315 )

accompanying notes to unaudited condensed financial statements.

ACQUISITION LIMITED

CONDENSED STATEMENT OF CASH FLOWS

expressed in United States Dollars (“US$”), except for number of shares)

Nine months ended

September 30, 2021

September 30, 2020

Balance as of March 31, 2021

See accompanying notes to unaudited condensed

consolidated financial statements.

AGBA ACQUISITION LIMITED

UNAUDITED CONDENSED CONSOLIDATED

STATEMENT OF CASH FLOWS

(Currency expressed in United

States Dollars (“US$”), except for number of shares)

Three months ended

Cash flows from operating activities

$ ( 351,736 )

$ ( 131,804 )

Adjustments to reconcile net loss to net cash used in operating activities

Change in fair value of warrant liabilities

Interest income earned in cash and investments held in trust account

Interest income dividend income earned in cash and investments held in Trust Account

Change in operating assets and liabilities:

Decrease (increase) in prepayments

Decrease in accrued liabilities

Decrease in prepayments

Decrease increase in accrued liabilities

Cash used in operating activities

Cash flows from financing activities

Advances from (repayment to) a related party

Advance from a related party

Net cash provided by financing activities

3 unchanged sentences

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

Unrealized (loss) gain on Trust Account

Change in unrealized loss in Trust Account

Accretion of carrying value to redemption value

$ ( 547,992 )

Proceeds of a promissory note deposited in Trust Account by a founder shareholder

Changes in ordinary shares subject to possible redemption

Decrease in underwriting commission due to share redemption

Proceeds of a promissory note deposited in Trust Account by a founder

Cash payout to shareholders directly released from Trust Account due to share redemption

accompanying notes to unaudited condensed financial statements.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

See accompanying notes to unaudited condensed consolidated financial

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

– ORGANIZATION AND BUSINESS BACKGROUND

Acquisition Limited (the “Company”) is a newly organized blank check company incorporated on October 8, 2018, under the laws

of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing

all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination

with one or more businesses or entities (an “initial business combination”).

Although the Company is not limited to a particular

geographic region, the Company intends to focus on operating businesses in the healthcare, education, entertainment and financial services

sectors that have their principal operations in China.

accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally

accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations

AGBA Acquisition Limited (“AGBA”

and the “Company”) is a newly organized blank check company incorporated on October 8, 2018, under the laws of the British

Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially

all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more

businesses or entities (an “initial business combination”).

Although the Company is not limited to a particular geographic

region, the Company intends to focus on operating businesses in the healthcare, education, entertainment and financial services sectors

that have their principal operations in China.

AGBA Merger Sub I Limited (“AMSI”) is a company incorporated

on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the business combination.

AMSI is wholly

owned by AGBA.

AGBA Merger Sub II Limited (“AMSII”) is a company incorporated

on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the business combination.

AMSII is wholly

owned by AGBA.

All activities through March 31, 2022 relates to the Company’s

formation, completion of its initial public offering which occurred on May 16, 2019 and negotiation and consummation of the proposed business

combination with TAG Holdings Limited (“TAG.”) The Company will not generate any operating revenues until after the completion

of a business combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds

derived from the Initial Public Offering, which proceeds are held in trust.

The Company has selected December 31 as its fiscal

year end and tax year end.

The accompanying unaudited condensed consolidated

financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted

in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Company’s entire activity from inception up to September 30, 2021 was in preparation for the initial public offering.

initial public offering, the Company’s activity has been limited to the evaluation of business combination candidates.

has selected December 31 as its fiscal year end and tax year end.

registration statement for the Company’s initial public offering (the “Public Offering” as described in Note 3) was

declared effective by the United States Securities and Exchange Commission (“SEC”) on May 14, 2019 .

The Company consummated

the Public Offering on May 16, 2019 of 4,600,000 units at $ 10.00 per unit (the “Public Units”) and sold to the Sponsor to

purchase 225,000 units at $ 10.00 per unit.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The registration statement for the Company’s

initial public offering (the “Public Offering” as described in Note 4, “IPO”) was declared effective by the United

States Securities and Exchange Commission (“SEC”) on May 13, 2019.

The Company consummated the Public Offering

on May 16, 2019 of 4,600,000 units at $ 10.00 per unit (the “Public Units”) and sold to the sponsor to purchase 225,000 units

at $ 10 per unit (the “Private Units”).

The Company received net proceeds of $ 46,716,219 .

The Company incurred $ 2,559,729 in initial

public offering related costs, including $ 2,175,948 of underwriting fees and $ 383,781 of initial public offering costs.

The Company incurred $ 2,559,729 in

initial public offering related costs, including $ 2,175,948 of underwriting fees and $ 383,781 of initial public offering costs.

Trust Account

Upon the closing of the Public Offering and the private placement,

3 unchanged sentences

the earlier of (i) the consummation of the Company’s initial business combination and (ii) the Company’s failure to consummate

a Business Combination within 36 months from the closing of the Public Offering.

Placing funds in the Trust Account may not protect those

funds from third party claims against the Company.

Although the Company will seek to have all vendors, service providers, prospective

target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies

held in the Trust Account, there is no guarantee that such persons will execute such agreements.

The remaining net proceeds (not held

in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general

and administrative expenses.

Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the

Company’s tax obligations.

to Nasdaq listing rules, the Company’s Initial Business Combination must occur with one or more target businesses having an aggregate

fair market value equal to at least 80% of the value of the funds in the Trust Account (excluding any deferred underwriter’s fees

and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution

of a definitive agreement for our initial business combination, although the Company may structure a business combination with one or

more target businesses whose fair market value significantly exceeds 80% of the trust account balance.

If the Company is no longer listed

on Nasdaq, it will not be required to satisfy the 80% test.

The Company currently anticipates structuring a business combination to acquire

100% of the equity interests or assets of the target business or businesses.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

Company may, however, structure a business combination where the Company merges directly with the target business or where the Company

acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management

team or shareholders or for other reasons, but the Company will only complete such business combination if the post-transaction company

owns 50% or more of the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

If less than 100% of the equity interests

or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses

that is owned or acquired is what will be valued for purposes of the 80% test.

set forth in the memorandum of association, the objects for which are established are unrestricted and the Company shall have full power

and authority to carry out any object not prohibited by the Companies Law or as the same may be revised from time to time, or any other

law of the British Virgin Islands.

Company’s amended and restated memorandum and articles of association contains provisions designed to provide certain rights and

protections to our ordinary shareholders prior to the consummation of the initial business combination.

These provisions cannot be amended

without the approval of 65% (or 50% if approved in connection with the initial business combination) of the Company’s outstanding

ordinary shares attending and voting on such amendment.

Prior to the initial business combination, if the Company seeks to amend any

provisions of the amended and restated memorandum and articles of association relating to shareholders’ rights or pre-business

combination activity, the Company will provide dissenting public shareholders with the opportunity to redeem their public shares in connection

with any such vote on any proposed amendments to the amended and restated memorandum and articles of association.

The Company’s

initial shareholders have agreed to waive any redemption rights with respect to any insider shares and any public shares they may hold

in connection with any vote to amend our amended and restated memorandum and articles of association prior to our initial business combination.

Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which shareholders

may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes

then due but not yet paid, or provide shareholders with the opportunity to sell their shares to the Company by means of a tender offer

for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but

not yet paid.

These shares have been recorded at redemption value and are classified as temporary equity, in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 Distinguishing Liabilities

from Equity .

The Company will proceed with a Business Combination only if it will have net tangible assets of at least $ 5,000,001

upon consummation of the Business Combination and, solely if shareholder approval is sought, a majority of the outstanding common shares

of the Company voted are voted in favor of the Business Combination.

connection with any shareholder vote required to approve any Business Combination,

the Initial Shareholders will agree (i) to vote any of their respective shares, including the common shares sold to the Initial Shareholders

in connection with the organization of the Company (the “Initial Shares”), common shares included in the Private Units sold

in the Private Placement, and any common shares which were initially issued in connection with the Public Offering, whether acquired in

or after the effective date of the Public Offering, in favor of the initial Business Combination and (ii) not to convert such respective

shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages

November 3, 2021, the Company entered into a business combination agreement (the “Business Combination Agreement”), which

provides for a Business Combination between AGBA and TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned

subsidiaries – OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG

International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub)”, and OnePlatform International Limited (“HKSub”).

OPH through its wholly-owned subsidiaries, is engaged in business-to-business (or B2B) services, while Fintech through its wholly-owned

subsidiaries, is engaged in the financial technology or fintech business.

B2BSub is a wholly-owned subsidiary of B2B, and HKSub is a

wholly owned subsidiary of B2BSub.

In the Business Combination Agreement, B2B, B2BSub, HKSub, OPH, Fintech, together with their respective

subsidiaries are referred to as the “Group Parties”.

Pursuant to the Business Combination Agreement, OPH will first become

a subsidiary of B2B through a merger with HKSub, with OPH as the surviving entity (the “OPH Merger”).

Subsequently, (i) a

to-be-formed, wholly-owned subsidiary of AGBA (“Merger Sub I”) will merge with and into B2B;

and another to-be-formed, wholly-owned

subsidiary of AGBA (“Merger Sub II”) will merge with and into Fintech (together with (i), the “Acquisition Merger”).

In consideration of the Acquisition Merger, AGBA will issue 55,500,000 ordinary shares with a deemed price per share US$ 10.00 (“Aggregate

Stock Consideration”) as directed by TAG, in its capacity as sole shareholder of B2B and Fintech.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

the closing of the Acquisition Merger, AGBA will deliver to such persons as directed by TAG, in its capacity as the sole shareholder

of B2B and Fintech, subject to compliance with applicable law, the Aggregate Stock Consideration less three percent (3%) of the Aggregate

Stock Consideration (the “Holdback Shares”).

Subject to the provisions of the Business Combination Agreement, AGBA will release

the Holdback Shares at the end of six (6) months following the closing of the Acquisition Merger, which may be extended for an additional

three-month period (the “Survival Period”), provided that the AGBA will be entitled to retain some or all of the Holdback

Shares to satisfy certain indemnification claims during the Survival Period.

The Company initially had 12 months from the consummation of this offering

to consummate the initial business combination.

If the Company does not complete a business combination within 12 months from the consummation

of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended

and restated memorandum and articles of association.

As a result, this has the same effect as if the Company had formally gone through

a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be required from our shareholders to commence such

a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate a business combination

eight times (including three times approved by shareholders on February 5, 2021 and two times by shareholders on November 2, 2021 by an

additional three months each time (for a total of up to 36 months to complete a Business Combination).

As of the date of this report,

the Company has extended seven times the period of time to consummate a business combination until February 16, 2022.

Pursuant to the

terms of the current amended and restated memorandum and articles of association and the trust agreement between the Company and Continental

Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company to consummate our initial business combination,

the Company’s insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

into the trust account $0.15 per public share, on or prior to the date of the applicable deadline.

The insiders will receive a non-interest

bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company is unable

to close a business combination unless there are funds available outside the trust account to do so.

Such notes would either be paid upon

consummation of the Company’s initial business combination, or, at the lender’s discretion, converted upon consummation of

our business combination into additional private units at a price of $10.00 per unit.

The Company’s shareholders have approved the

issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the

consummation of the Company’s initial business combination.

In the event that the Company receives notice from the Company’s

insiders five days prior to the applicable deadline of their intent to effect an extension, the Company intend to issue a press release

announcing such intention at least three days prior to the applicable deadline.

In addition, the Company intends to issue a press release

the day after the applicable deadline announcing whether or not the funds had been timely deposited.

The Company’s insiders and

their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete our initial business

To the extent that some, but not all, of the Company’s insiders, decide to extend the period of time to consummate

the Company initial business combination, such insiders (or their affiliates or designees) may deposit the entire amount required.

the Company is unable to consummate the Company’s initial business combination within such time period, the Company will, as promptly

as possible but not more than ten business days thereafter, redeem 100% of the Company’s outstanding public shares for a pro rata

portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account

and not necessary to pay taxes, and then seek to liquidate and dissolve.

However, the Company may not be able to distribute such amounts

as a result of claims of creditors which may take priority over the claims of the Company’s public shareholders.

In the event of

dissolution and liquidation, the public rights will expire and will be worthless.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

a business combination within 36 months (unless extended) from the closing of the Public Offering.

Placing funds in the Trust Account

may not protect those funds from third party claims against the Company.

Although the Company will seek to have all vendors, service providers,

prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to

any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

The remaining net proceeds

(not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing

general and administrative expenses.

Additionally, the interest earned on the Trust Account balance may be released to the Company to

pay the Company’s tax obligations.

Business Combination

Pursuant to Nasdaq listing rules, the Company’s initial business

combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of

the funds in the Trust Account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the Trust Account),

which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial business combination,

although the Company may structure a business combination with one or more target businesses whose fair market value significantly exceeds

80% of the Trust Account balance.

If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test.

currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.

The Company may, however, structure a business

combination where the Company merges directly with the target business or where the Company acquires less than 100% of such interests

or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,

but the Company will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting

securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register as an

investment company under the Investment Company Act.

If less than 100% of the equity interests or assets of a target business or businesses

are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will

be valued for purposes of the 80% test.

As set forth in the memorandum of association,

the objects for which are established are unrestricted and the Company shall have full power and authority to carry out any object not

prohibited by the Companies Law or as the same may be revised from time to time, or any other law of the British Virgin Islands.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The Company’s amended and restated memorandum

and articles of association contains provisions designed to provide certain rights and protections to its ordinary shareholders prior

to the consummation of the initial business combination.

These provisions cannot be amended without the approval of 65% (or 50% if approved

in connection with the initial business combination) of the Company’s outstanding ordinary shares attending and voting on such amendment.

Since inception, the Company has sought to amend provisions of the amended and restated memorandum and articles of association relating

to shareholders’ rights three times (at the February 5, 2021, November 2, 2021 and May 3 2022 shareholders’ meeting).

time, the Company provided dissenting public shareholders with the opportunity to redeem their public shares in connection with any such

vote on any proposed amendments to the amended and restated memorandum and articles of association.

The Company will either seek shareholder approval of any business combination

at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate

amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders with the opportunity to

sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on

deposit in the Trust Account, less any taxes then due but not yet paid.

These shares have been recorded at redemption value and are classified

as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a business combination only if it will have

net tangible assets of at least $ 5,000,001 upon consummation of the business combination and, solely if shareholder approval is sought,

a majority of the outstanding ordinary shares of the Company voted are voted in favor of the business combination.

connection with any shareholder vote required to approve any business combination, the initial shareholder s

have agreed (i) to vote any of their respective shares, including the ordinary shares sold to the initial shareholders

in connection with the organization of the Company (the “Initial Shares”),

ordinary shares included in the Private Units sold in the private placement, and any ordinary shares which were initially issued in connection

with the Public Offering, whether acquired in or after the effective date of the Public Offering, in favor of the initial business combination

and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection

with any tender offer the Company engages in.

November 3, 2021, the Company entered into the business combination agreement, which provides for a business combination between AGBA

and TAG and certain of TAG’s wholly owned subsidiaries – OnePlatform Holdings Limited (“OPH”), TAG Asia Capital

Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAH Asset Partners Limited (“B2BSub”),

and OnePlatform International Limited (“HKSub”).

OPH through its wholly-owned subsidiaries, is engaged in business-to-business

(or B2B) services, while Fintech through its wholly-owned subsidiaries, is engaged in the financial technology or fintech business.

is a wholly-owned subsidiary of B2B, and HKSub is a wholly owned subsidiary of B2BSub.

In the business combination agreement, as amended,

B2B, B2BSub, HKSub, OPH, Fintech, together with their respective subsidiaries are referred to as the “Group Parties”.

to the business combination agreement, as amended, OPH will first become a subsidiary of B2B through a merger with HKSub, with OPH as

the surviving entity (the “OPH Merger”).

Subsequently, (i) AMSI will merge with and into B2B;

and AMSII will merge with and

into Fintech (together with (i), the “Acquisition Merger”).

In consideration of the Acquisition Merger, AGBA will issue 55,500,000

ordinary shares with a deemed price per share US$ 10.00 (“Aggregate Stock Consideration”) to TAG, in its capacity as sole

shareholder of B2B and Fintech.

At the closing of the Acquisition Merger, AGBA shall issue the full

amount of the Aggregate Stock Consideration, less three percent (3%) of the Aggregate Stock Consideration (the “Holdback Shares”),

to TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable law.

Subject to the provisions of

the business combination Agreement, AGBA will release the Holdback Shares at the end of six (6) months following the closing of the Acquisition

Merger, which may be extended for an additional three-month period (the “Survival Period”), provided that the AGBA will be

entitled to retain some or all of the Holdback Shares to satisfy certain indemnification claims during the Survival Period.

Post-closing,

TAG intends to further distribute the Aggregate Stock Consideration to certain beneficial shareholders of TAG, subject to legal and regulatory

requirements.

The business combination agreement, as amended, provides that, among

other things, (i) the Outside Closing Date (as defined in the business combination agreement) of the proposed transactions contemplated

by the business combination agreement shall be extended to October 31, 2022 from April 30, 2022, and (ii) each party shall use its reasonable

best efforts to finalize all Additional Agreements (as defined in the business combination agreement) and other ancillary documents contemplated

by the business combination agreement no later than September 30, 2022.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Liquidation and going concern

The Company initially had 12 months from the consummation

of this offering to consummate the initial business combination.

If the Company does not complete a business combination within 12 months

from the consummation of the Public Offering, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to

the terms of the amended and restated memorandum and articles of association.

As a result, this has the same effect as if the Company

had formally gone through a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be required from our shareholders

to commence such a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate

a business combination ten times (for a total of up to 42 months from the consummation of the Public Offering to complete a business combination).

As of the date of this report, the Company has extended nine times by an additional three months each time (for a total of up to 39 months

from the consummation of the Public Offering to complete a business combination), and so it now has until August 16, 2022 to consummate

a business combination.

Pursuant to the terms of the current amended and restated memorandum and articles of association and the trust

agreement between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available for the Company

to consummate our initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance

notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share, on or prior to the date of the applicable

The insiders have received non-interest bearing, unsecured promissory notes equal to the amount of any such deposits (i.e.,

$594,467 for each of the first three extensions since February 2021, $546,991 for each of next two extensions, and $504,431 for the most

recent extension in May 2022) that will not be repaid in the event that we are unable to close a business combination unless there are

funds available outside the Trust Account to do so.

Such notes would either be paid upon consummation of the Company’s initial business

combination, or, at the lender’s discretion, converted upon consummation of our business combination into additional Private Units

at a price of $10.00 per unit.

The Company’s shareholders have approved the issuance of the Private Units upon conversion of such

notes, to the extent the holder wishes to so convert such notes at the time of the consummation of the Company’s initial business

In the event that the Company receives notice from the Company’s insiders five days prior to the applicable deadline

of their intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior

to the applicable deadline.

In addition, the Company intends to issue a press release the day after the applicable deadline announcing

whether or not the funds had been timely deposited.

If the Company is unable to consummate the Company’s initial business combination

by August 16, 2022 (unless further extended), the Company will, as promptly as possible but not more than ten business days thereafter,

redeem 100 % of the Company’s outstanding public shares for a pro rata portion of the funds held in the Trust Account, including

a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay taxes, and then seek to liquidate

and dissolve.

However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority

over the claims of the Company’s public shareholders.

In the event of dissolution and liquidation, the public rights will expire

and will be worthless.

Accordingly, the Company may not be able to obtain

additional financing.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve

liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction,

and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially acceptable

terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern if a business

combination is not consummated by August 16, 2022 (unless further extended).

These unaudited condensed consolidated financial statements

do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be

necessary should the Company be unable to continue as a going concern.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

– SIGNIFICANT ACCOUNTING POLICIES

● Basis of presentation

accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States

of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

The interim financial information provided

is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for these periods.

Operating results for the interim period ended September 30, 2021 are not necessarily indicative of the results that may be expected

for the fiscal year ending December 31, 2021.

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S.

and pursuant to the rules and regulations of the SEC.

The interim financial information

provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for

these periods.

Operating results for the interim period ended March 31, 2022 are not necessarily indicative of the results that may be

expected for the fiscal year ending December 31, 2022.

The information included in this Form 10-Q should be read in conjunction with Management’s

Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year

ended December 31, 2020, filed with the SEC on March 26, 2021.

Discussion and Analysis, and the unaudited condensed consolidated financial statements and notes thereto included in the Company’s

Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 14, 2022.

● Principles of consolidation

The unaudited condensed consolidated financial statements include the

unaudited condensed financial statements of the Company and its subsidiaries.

All significant intercompany transactions and

balances between the Company and its subsidiaries are eliminated upon consolidation.

Subsidiaries are those entities in which the

Company, directly or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating

policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of

The accompanying unaudited condensed

consolidated financial statements reflect the activities of the Company and each of the following entities:

AGBA Merger Sub I Limited (“AMSI”)

A British Island company Incorporated on November 26, 2021

100% Owned by AGBA

AGBA Merger Sub II Limited (“AMSII”)

A British Island company Incorporated on November 26, 2021

100% Owned by AGBA

● Emerging growth company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our

Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements

that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required

to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

The Company is an “ emerging growth company ,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s unaudited condensed consolidated financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

● Use of estimates

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

preparation of unaudited condensed consolidated financial statements in conformity with U.S.

GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of income

and expenses during the reporting period.

Actual results could differ from those estimates.

● Cash and cash equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of September 30, 2021 and December 31, 2020.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of March 31,

2022 and December 31, 2021.

● Cash and investments held in trust account

September 30, 2021, the assets held in the Trust Account are held in cash and US Treasury securities.

Company classifies marketable securities as available-for-sale at the time of purchase and reevaluates such classification as of each

balance sheet date.

At March 31, 2022 and December 31, 2021, the

assets held in the Trust Account are held in cash and US Treasury securities.

The Company classified investments that are

directly invested in U.S.

Treasuries as available for sales and money market funds are classified in accordance with the trading

All marketable securities are recorded at their estimated fair value.

1 unchanged sentence

securities are recorded in other comprehensive loss.

The Company evaluates its investments to assess whether those with unrealized loss

positions are other than temporarily impaired.

Impairments are considered other than temporary if they are related to deterioration in

credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis.

Realized gains and losses

and declines in value determined to be other than temporary are determined based on the specific identification method and are reported

in other (expense) income, net in the statements of operations and comprehensive (loss) income.

● Warrant liabilities

Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Private Warrants

do not meet the criteria for equity treatment and must be recorded as liabilities.

Accordingly, the Company classifies the Private Warrants

as liabilities at their fair value and adjusts the Private Warrants to fair value at each reporting period.

This liability is subject

to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

The Private Warrants are valued using a Black Scholes model.

The Company evaluates its investments to assess whether those with unrealized

loss positions are other than temporarily impaired.

Impairments are considered other than temporary if they are related to

deterioration in credit risk or if it is likely the Company will sell the securities before the recovery of the cost basis.

gains and losses and declines in value determined to be other than temporary are determined based on the specific identification

method and are reported in other income (expense), net in the unaudited condensed consolidated statements of operations and

comprehensive loss.

● Warrants liabilities

The Company accounts for the warrants in accordance

with the guidance contained in ASC 815-40-15-7D and 7F under which the private warrants do not meet the criteria for equity treatment

and must be recorded as liabilities.

Accordingly, the Company classifies the private warrants as liabilities at their fair value and adjusts

the private warrants to fair value at each reporting period.

This liability is subject to re-measurement at each balance sheet date until

exercised, and any change in fair value is recognized in our consolidated statement of operations.

The private warrants are valued using

a Black Scholes model.

● Ordinary shares subject to possible redemption

1 unchanged sentence

to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity”.

Ordinary shares

subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable

ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject

to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally

redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder

or subject to possible redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified

as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s ordinary shares feature certain

redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at and September 30, 2021 and December 31, 2020, 3,963,110 and 4,600,000 ordinary shares subject to possible redemption,

respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company’s ordinary shares

feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain

future events.

Accordingly, at and March 31, 2022 and December 31, 2021, 3,646,607 and 3,646,607 ordinary shares subject to possible redemption,

respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s unaudited

condensed consolidated balance sheets.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The Company has made a policy election in accordance

with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit immediately as if the end of the first reporting

period after the IPO was the redemption date.

● Fair value of financial instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “ Fair

Value Measurements and Disclosures ,” approximates the carrying amounts represented in the accompanying balance sheet, primarily

due to their short-term nature.

fair value hierarchy is categorized into three levels based on the inputs as follows:

based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available

in an active market, valuation of these securities does not entail a significant degree of judgment.

based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for

identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally

from or corroborated by market through correlation or other means.

based on inputs that are unobservable and significant to the overall fair value measurement.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC 820, Fair Value

Measurements and Disclosures , approximates the carrying amounts represented in the balance sheet.

The fair values of cash and cash

equivalents, and other current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of September

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the accompanying consolidated balance sheets, primarily due to their short-term nature.

The fair value hierarchy is categorized into

three levels based on the inputs as follows:

Valuations based on unadjusted quoted prices

in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block

discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active

market, valuation of these securities does not entail a significant degree of judgment.

Valuations based on (i) quoted prices in

active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets,

(iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated

by market through correlation or other means.

Valuations based on inputs

that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain

assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the consolidated balance sheet.

The fair values of cash and cash equivalents, and other

current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of March 31, 2022 and December 31,

2021 due to the short maturities of such instruments.

following table presents information about the Company’s assets and liabilities that were measured at fair value on a recurring

basis as of September 30, 2021 and December 31, 2020, and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

September 30,

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31,

2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Quoted Prices

Significant Other

Observable Inputs

Significant Other

Treasury Securities held in Trust Account*

Warrant liabilities

Quoted Prices

Significant Other

Observable Inputs

Significant Other

Treasury Securities held in Trust Account*

Warrant liabilities

in cash and investments held in trust account on the Company’s balance sheet.

* included in cash in the cash and investments held in Trust Account on the Company’s unaudited condensed consolidated balance sheets.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

● Concentration of credit risk

instruments that potentially subject the Company to concentration of credit risk consist of cash and trust accounts in a financial institution

which, at times may exceed the Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on these accounts

and management believes the Company is not exposed to significant risks on such accounts.

Financial instruments that potentially subject

the Company to concentration of credit risk consist of cash and Trust Accounts in a financial institution which, at times may exceed the

Federal depository insurance coverage of $ 250,000 .

The Company has not experienced losses on these accounts and management believes the

Company is not exposed to significant risks on such accounts.

● Income taxes

Company complies with the accounting and reporting requirements of ASC Topic 740, Income Taxes , which requires an asset

and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets and liabilities are computed

for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible

amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

The Company’s management determined that the British Virgin Islands is

the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits,

if any, as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material

deviation from its position.

Company may be subject to potential examination by foreign taxing authorities in the area of income taxes.

These potential examinations

may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with

foreign tax laws.

Company’s tax provision is zero and it has no deferred tax assets.

The Company is considered to be an exempted British Virgin Islands

Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

The Company complies with the accounting and

reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting

and reporting for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statement

and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates

applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when

necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in

a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing

The Company’s management determined that the British Virgin Islands is the Company’s major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits, if any, as income tax expense.

no unrecognized tax benefits and no amounts accrued for interest and penalties as of March 31, 2022 and December 31, 2021.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its

The Company may be subject to potential examination

by foreign taxing authorities in the area of income taxes.

These potential examinations may include questioning the timing, and amount

of deductions, the nexus of income among various tax jurisdictions and compliance with foreign tax laws.

The Company’s tax provision is zero and

it has no deferred tax assets.

The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject

to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

● Net loss per share

The Company calculates net loss per share in accordance

with ASC Topic 260, Earnings per Share .

In order to determine the net income (loss) attributable to both the redeemable shares

and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable ordinary shares

and non-redeemable ordinary shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between

the redeemable and non-redeemable ordinary shares.

Any remeasurement of the accretion to redemption value of the ordinary shares subject

to possible redemption was considered to be dividends paid to the public stockholders.

As of September 30, 2021, the Company has not considered

the effect of the warrants sold in the Initial Public Offering to purchase an aggregate of 2,412,500 shares in the calculation of diluted

net loss per share, since the exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants

would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised

or converted into common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic

loss per share for the period presented.

net loss per share presented in the unaudited condensed statement of operations is based on the following:

September 30,

Net (loss) income

The Company calculates net loss per share in accordance with ASC Topic

260, “Earnings per Share”.

In order to determine the net loss attributable to both the redeemable shares and non-redeemable

shares, the Company first considered the undistributed loss allocable to both the redeemable ordinary shares and non-redeemable ordinary

shares and the undistributed loss is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed

loss ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable ordinary shares.

remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends

paid to the public stockholders.

As of March 31, 2022, the Company has not considered the effect of the warrants sold in the IPO to purchase

an aggregate of 2,412,500 shares in the calculation of diluted net loss per share, since the exercise of the warrants is contingent upon

the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have any other dilutive

securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share in the earnings of

As a result, diluted loss per share is the same as basic loss per share for the period presented.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The net loss per share presented in the statements

of operations is based on the following:

Three Months Ended

$ ( 351,756 )

$ ( 131,804 )

Accretion of carrying value to redemption value

1 unchanged sentence

$ ( 899,728 )

September 30,

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

For the Nine Months Ended

September 30, 2021

For the Nine Months Ended

September 30, 2020

Non-Redeemable

$ ( 727,315 )

ordinary shares

Redeemable ordinary shares

Non-Redeemable ordinary

Basic and diluted net loss per share:

Allocation of net loss

including carrying value to redemption value

Allocation of net loss including carrying value to redemption value

$ ( 653,367 )

$ ( 246,361 )

Accretion of carrying value to

redemption value

Allocation of net loss

$ ( 549,307 )

$ ( 178,008 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net loss per share

For the Three Months Ended

September 30, 2021

For the Three Months Ended

September 30, 2020

Non-Redeemable

Basic and diluted net loss per share:

Allocation of net loss

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ ( 105,375 )

$ ( 246,361 )

$ ( 178,008 )

Denominators:

2 unchanged sentences

● Related parties

which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control

the other party or exercise significant influence over the other party in making financial and operational decisions.

Companies are also

considered to be related if they are subject to common control or common significant influence.

Parties, which can be a corporation or individual,

are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant

influence over the other party in making financial and operational decisions.

Companies are also considered to be related if they are

subject to common control or common significant influence.

● Recent accounting pronouncements

Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material

impact on the results of operations, financial condition, or cash flows, based on the current information.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

2 – REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement

regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff

Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)”

(the “SEC Statement”).

Specifically, the SEC Statement focused on certain provisions that provided for potential changes

to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained

in the warrant agreement governing the Company’s warrants.

As a result of the SEC Statement, the Company reevaluated the accounting

treatment of the 225,000 warrants that were issued to the Company’s sponsor in a private placement that closed concurrently with

the closing of the Initial Public Offering (the “Private Warrants”).

The Company previously accounted for the Private Warrants

as components of equity.

further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging —

Contracts in Entity’s Own Equity (“ASC 815”), the Company concluded that a provision in the warrant agreement related

to certain transfer provisions precludes the Private Warrants from being accounted for as components of equity.

As the Private Warrants

meet the definition of a derivative as contemplated in ASC 815, the Private Warrants should be recorded as derivative liabilities on

the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in

accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period

addition, in preparation of the Company’s consolidated financial statements as of and for the period ended September 30, 2021,

the Company concluded it should revise its consolidated financial statements to classify all ordinary shares subject to possible redemption

in temporary equity.

In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing

Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of the Company require ordinary

shares subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of its ordinary

shares in permanent equity.

Although the Company did not specify a maximum redemption threshold, its charter provides that currently,

the Company will not redeem its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed

outside equity.

As a result, the Company revised its previously filed financial statements to classify all ordinary shares as temporary

equity and to recognize accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance

with ASC 480.

The change in the carrying value of redeemable shares of ordinary shares resulted in charges against additional paid-in

capital and accumulated deficit.

Pursuant to ASC Topic 250, Accounting Changes and Error Corrections issued by the FASB and Staff Accounting

Bulletin 99, “ Materiality ” (“SAB 99”) issued by the SEC, the Company determined the impact of the error

was immaterial.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

following tables summarize the effect of the revision on each financial statement line item as of the dates, and for the period, as indicated :

Adjustments #1

Adjustments #2

Balance sheet as of May 16, 2019

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 5,010,790 )

Accumulated deficit

( 1,650,055 )

( 1,662,804 )

Balance sheet as of June 30, 2019 (unaudited)

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary shares

Additional Paid-in Capital

( 4,943,667 )

Retained Earnings (Accumulated Deficit)

( 1,650,055 )

( 1,757,874 )

Balance sheet as of September 30, 2019 (unaudited)

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,798,918 )

Retained Earnings (Accumulated Deficit)

( 1,650,055 )

( 1,874,491 )

Balance sheet as of December 31, 2019

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,704,960 )

Retained Earnings

( 1,650,055 )

( 1,455,099 )

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

Adjustments #1

Adjustments #2

Balance sheet as of March 31, 2020 (unaudited)

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,633,154 )

( 4,563,107 )

Retained Earnings

( 1,650,055 )

( 1,547,870 )

Balance sheet as of June 30, 2020 (unaudited)

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,585,136 )

Retained Earnings

( 1,650,055 )

( 1,237,219 )

Balance sheet as of September 30, 2020 (unaudited)

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,631,563 )

Retained Earnings

( 1,650,055 )

( 1,293,906 )

Balance sheet as of December 31, 2020

Warrant Liabilities

Deferred underwriting compensation

Total Liabilities

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,830,168 )

Retained Earnings (Accumulated Deficit)

( 1,650,055 )

( 1,492,525 )

Adjustments #2

Balance sheet as of March 31, 2021 (unaudited)

Deferred underwriting compensation

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 4,972,087 )

Retained Earnings

( 1,961,675 )

( 1,935,949 )

Balance sheet as of June 30, 2021 (unaudited)

Deferred underwriting compensation

Ordinary Shares Subject to Possible Redemption

Ordinary Shares

Additional Paid-in Capital

( 5,146,468 )

Retained Earnings

( 1,961,675 )

( 2,110,390 )

Adjustment #1 refer to reclassification of public

warrants from warrant liabilities to equity component.

Adjustment #2 refer to reclassification of all

public shares to temporary equity.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

The Company has considered all new accounting

pronouncements and has concluded that there are no new pronouncements that may have a material impact on the results of operations, financial

condition, or cash flows, based on the current information.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

NOTE 3 – CASH AND INVESTMENT HELD IN

TRUST ACCOUNT

As of September 30, 2021, investment securities

in the Company’s Trust Account consisted of $ 43,355,977 in United States Treasury Bills and $ 0 in cash.

As of December 31, 2020,

investment securities in the Company’s Trust Account consisted of $ 48,249,518 in United States Treasury Bills and $ 391 in cash.

The Company classifies its United States Treasury securities as available-for-sale.

Available-for-sale marketable securities are recorded

at their estimated fair value on the accompanying September 30, 2021 balance sheet.

The carrying value, including gross unrealized holding

gain as other comprehensive income and fair value of held to marketable securities on September 30, 2021 and December 31, 2020 is as follows:

Carrying Value as of September 30, 2021

Gross Unrealized Holding Gain

Fair Value as of September30, 2020

Held-to-maturity:

As of March 31, 2022, investment securities in

the Company’s Trust Account consisted of $ 40,989,461 in United States Treasury Bills and $ 0 in cash.

As of December 31, 2021, investment

securities in the Company’s Trust Account consisted of $ 40,441,469 in United States Treasury Bills and $ 0 in cash.

classifies its United States Treasury securities as available-for-sale.

Available-for-sale marketable securities are recorded at their

estimated fair value on the accompanying March 31, 2022 and December 31, 2021 consolidated balance sheets.

The carrying value, including

gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on March 31, 2022 and December

31, 2021 is as follows:

Carrying Value as

2022 (Unaudited)

Gross Unrealized

Fair Value as of March 31,

2022 (Unaudited)

Available-for-sale marketable securities

Treasury Securities

Carrying Value as of December 31, 2020

Gross Unrealized Holding Gain

Fair Value as of December 31, 2020

Held-to-maturity:

Carrying Value as

of December 31,

Gross Unrealized

Fair Value as

of December 31,

Available-for-sale marketable securities:

Treasury Securities

3 unchanged sentences

Each Public Unit consists of one ordinary share of the Company, $0.0001 par

value per share (the “Public Shares”), one right (the “Public Rights”) and one warrant (the “Public Warrant”).

Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation of an initial Business Combination.

Each Public Warrant entitles the holder to purchase one-half (1/2) of an ordinary share upon consummation of an initial Business Combination.

If the Company does not complete its Business

Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless.

Since the Company is

not required to net cash settle the Rights and the Rights are convertible upon the consummation of an initial Business Combination, the

Management determined that the Rights are classified within shareholders’ equity as “Additional paid-in capital” upon

their issuance in accordance with ASC 815-40.

The proceeds from the sale are allocated to Public Shares and Rights based on the relative

fair value of the securities in accordance with ASC 470-20-30.

The value of the Public Shares and Rights will be based on the closing

price paid by investors.

value per share (the “Public Shares”), one redeemable warrant (the” Public Warrants”) and one right (the “Public

Each Public Warrant entitles the holder to purchase one-half (1/2) of one ordinary share at an exercise price of $11.50

per whole share (see Note 6).

Each Public Right entitles the holder to receive one-tenth (1/10) of an ordinary share upon consummation

of an initial business combination.

In addition, the Company has granted Chardan Capital Markets, LLC, the underwriter of the Public Offering,

a 45-day option to purchase up to 225,000 Public Units solely to cover over-allotments, if any.

the Company does not complete its business combination within the necessary time period described in Note 1, the Public Rights will expire

and be worthless.

Since the Company is not required to net cash settle the rights and the rights are convertible upon the consummation

of an initial business combination, the management determined that the Public Rights are

classified within shareholders’ equity as “Additional paid-in capital” upon their issuance in accordance with ASC 815-40.

The proceeds from the sale are allocated to Public Shares and Public Rights based

on the relative fair value of the securities in accordance with ASC 470-20-30.

The value of the Public Shares and Public Rights

will be based on the closing price paid by investors.

The Company paid an upfront underwriting discount

9 unchanged sentences

Offering, the Company consummated a private placement of 210,000 Private Units, at $ 10.00 per unit, purchased by the sponsor.

Simultaneously with the sale of the Over-Allotment

Units, the Company consummated a private placement of 15,000 private units, at $ 10.00 per unit, purchased by the Sponsor.

Simultaneously

with the sale of the over-allotment units, the Company consummated a private placement of 15,000 Private Units, at $ 10.00 per unit, purchased

by the sponsor.

The Private Units are identical to the units sold

in the Public Offering except that the private warrants are non-redeemable and may be exercised on a cashless basis.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

NOTE 5 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

In October 2018, the Company’s Chief Executive

Officer, Gordon Lee, subscribed for an aggregate of 1,000 ordinary shares for an aggregate purchase price of $1, or approximately $ 0.001

On February 22, 2019, the Company issued an aggregate of 1,149,000 ordinary shares to AGBA Holding Limited for an aggregate

purchase price of $ 25,000 in cash.

Officer, subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $ 1 , or approximately $ 0.001 per share.

On February 22, 2019, the Company issued an aggregate of 1,149,000 Ordinary Shares to AGBA Holding Limited for an aggregate purchase price

of $ 25,000 in cash.

The initial shareholders have agreed, subject

7 unchanged sentences

Administrative Services Agreement

The Company is obligated to pay AGBA Holding Limited,

a company owned by the insiders, a monthly fee of $ 10,000 for general and administrative services.

However, pursuant to the terms of such

agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee that the Company

lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business combination.

Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial business

The Company is obligated to pay AGBA Holding

Limited, a company owned by the insiders, a monthly fee of $ 10,000 for general and administrative services.

However, pursuant to the

terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Company’s audit committee

that the Company lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial business

Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of

our initial business combination.

Related Party

14 unchanged sentences

of this offering to consummate the initial business combination.

However, the Company may extend the period of time to consummate a business

combination eight times (including three times approved by shareholders on February 5, 2021 (see Note 8) and two times by shareholders

on November 2, 2021) by an additional three months each time (for a total of up to 36 months to complete a business combination).

to the terms of the current amended and restated memorandum and articles of association and the trust agreement between us and Continental

Stock Transfer & Trust Company, in order to extend the time available for us to consummate its initial business combination, the Company’s

insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the trust

account $ $0.15 per public share, on or prior to the date of the applicable deadline.

The insiders will receive a non-interest bearing,

unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business

combination unless there are funds available outside the trust account to do so.

Such notes would either be paid upon consummation of

its initial business combination, or, at the lender’s discretion, converted upon consummation of its business combination into additional

private units at a price of $10.00 per unit.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

On each of February 5, May 11, August 11, 2021,

the Company issued an unsecured promissory note, in an amount of $ 594,467 , to the Sponsor, pursuant to which such amount had been deposited

into the Trust Account in order to extend the amount of available time to complete a business combination until November 16, 2021.

However, as of the date of this report, the Company has extended the

period of time to consummate a business combination nine times by an additional three months each time (for a total of up to 39 months

from the consummation of the Public Offering to complete a business combination).

Pursuant to the terms of the current amended and restated

memorandum and articles of association and the trust agreement between us and Continental Stock Transfer & Trust Company, in order

to extend the time available for us to consummate its initial business combination, the Company’s insiders or their affiliates or

designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account $0.15 per public share,

on or prior to the date of the applicable deadline.

The insiders have received non-interest bearing, unsecured promissory notes equal

to the amount of any such deposits (i.e., $594,467 for each of the first three extensions since February 2021, $546,991 for each of next

two extensions, and $504,431 for the most recent extension in May 2022).

Such notes would either be paid upon consummation of its initial

business combination, or, at the lender’s discretion, converted upon consummation of its business combination into additional Private

Units at a price of $10.00 per unit.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

On each of May 11, 2020, August 12, 2020, and

November 10, 2020, the Company issued an unsecured promissory note in an amount of $ 460,000 to the sponsor, pursuant to which such amount

had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until February

On each of February 5, May 11, August 11, 2021, the Company issued an unsecured promissory note, in an amount of $ 594,467 , to

the sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount of available time to

complete a business combination until November 16, 2021.

On each of November 10, 2021 and February 7, 2022, the Company issued an unsecured

promissory note in an amount of $ 546,991 , to the sponsor, pursuant to which such amount had been deposited into the Trust Account in order

to extend the amount of available time to complete a business combination until May 16, 2022.

As of March 31, 2022 and December 31, 2021,

the note payable balance of $ 4,257,382 and $ 3,710,390 , respectively.

On May 3, 2022, the Company’s shareholders

approved the proposal to amend the Company’s amended and restated memorandum and articles of association to extend the date by which

the Company has to consummate a business combination two times for three additional months each time from May 16, 2022 to November 16,

On May 9, 2022, the Company issued an unsecured promissory note in an amount of $ 504,431 to the sponsor, pursuant to which such

amount had been deposited into the Trust Account in order to extend the amount of available time to complete a business combination until

August 16, 2022.

(see Note 9).

The Notes are non-interest bearing and is payable upon the closing of a business combination.

In addition, the

Note may be converted, at the lender’s discretion, into additional Private Units at a price of $ 10.00 per unit.

All these Notes are non-interest bearing and are payable upon the closing of a business combination.

addition, the Notes may be converted, at the lender’s discretion, into additional Private Units at a price of $ 10.00 per unit.

Related Party Advances

1 unchanged sentence

or liability on behalf of the Company, then such payments would be accounted for as loan to the Company by the sponsor.

The Sponsor, AGBA

Holding Limited, has paid the expenses incurred by the Company an aggregate of $ 112,406 on a non-interest bearing basis as of September

As of September 30, 2021 and December 31, 2020,

the Company owed a balance of $ 902,528 and $ 790,122 to AGBA Holding Limited.

NOTE 6 – SHAREHOLDER’S DEFICIT

sponsor, AGBA Holding Limited, has paid the expenses incurred by the Company an aggregate of $ 1,157,787 on a non-interest bearing basis

as of March 31, 2022.

As of March 31, 2022 and December 31, 2021, the

Company owed a balance of $ 1,157,787 and $ 952,761 to AGBA Holding Limited, respectively.

NOTE 6 – SHAREHOLDERS’ DEFICIT

Ordinary Shares

7 unchanged sentences

offering in the open market in favor of the proposed business combination.

In October 2018, the Company’s Chief Executive

Officer,, subscribed for an aggregate of 1,000 of ordinary shares for an aggregate purchase price of $ 1 , or approximately $ 0.001 per share.

On February 22, 2019, the Company issued an aggregate

4 unchanged sentences

at a price of $ 10.00 per Public Unit in the Public Offering.

On February 8, 2020, 636,890 units (including

the same amount of ordinary shares underlying such units) were redeemed by part of shareholders at a price of approximately $ 10.49 per

share, in an aggregate principal amount of $ 6,680,520 .

As of September 30, 2021 and December 31, 2020,

1,375,000 and 1,375,000 ordinary shares issued and outstanding excluding 3,963,110 and 4,600,000 shares are subject to possible conversion.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

As of March 31, 2022 and December 31, 2021, 1,375,000

ordinary shares issued and outstanding excluding 3,646,607 shares were subject to possible redemption.

Subsequently, on April 29, 2022, 283,736 shares

were redeemed by certain shareholders at a price of approximately $ 11.24 per share, in an aggregate principal amount of $ 3,189,193 .

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Accumulated Other Comprehensive Income (Loss)

1 unchanged sentence

other comprehensive income (loss) (“AOCI”), including the reclassification out of AOCI.

Available-for-sale securities

Balance as of January 1, 2022

1 unchanged sentence

Amounts reclassified from AOCI into interest income

Balance as of September 30, 2021

Available-for-sale securities

Balance as of March 31, 2022

Balance as of January 1, 2021

1 unchanged sentence

Amounts reclassified from AOCI into interest income

Balance as of September 30, 2020

Balance as of March 31, 2021

Except in cases where the Company is not the surviving

11 unchanged sentences

If we are unable to complete an initial business

combination within the required time period and the Company redeem the public shares for the funds held in the trust account, holders

combination within the required time period and the Company redeems the public shares for the funds held in the Trust Account, holders

of rights will not receive any of such funds for their rights and the rights will expire worthless.

Public Warrants

Each public warrant entitles the holder thereof

to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject to adjustment.

Pursuant to the warrant agreement,

a warrant holder may exercise its warrants only for a whole number of shares.

This means that only an even number of warrants may be exercised

at any given time by a warrant holder.

Public Warrant entitles the holder thereof to purchase one-half

(1/2) of one ordinary share at a price of $ 11.50 per full share, subject to adjustment.

Pursuant to the warrant agreement, a warrant holder

may exercise its warrants only for a whole number of shares.

This means that only an even number of warrants may be exercised at any given

time by a warrant holder.

No Public Warrants will be exercisable for cash

20 unchanged sentences

their warrants on a cashless basis.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The warrants will become exercisable on the later

3 unchanged sentences

The Company may redeem the outstanding warrants

(including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in part,

at a price of $0.01 per warrant:

● at any time while the warrants are exercisable,

● upon a minimum of 30 days’ prior written notice of redemption,

● if, and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any

20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and

● if, and only if, there is a current registration statement in effect with respect to the ordinary shares

underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day

thereafter until the date of redemption.

(including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC), in whole and not in

part, at a price of $0.01 per warrant:

at any time while the warrants

are exercisable,

upon a minimum of 30 days’

prior written notice of redemption,

if, and only if, the last

sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending

three business days before the Company send the notice of redemption, and

if, and only if, there

is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption

and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the foregoing conditions are satisfied and

the Company would issue a notice of redemption, each warrant holder can exercise his, her or its warrant prior to the scheduled redemption

However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price per

full share after the redemption notice is issued and not limit our ability to complete the redemption.

However, the price of the ordinary shares may fall below the $16.50 trigger price as well as the $11.50 warrant exercise price

per full share after the redemption notice is issued and not limit our ability to complete the redemption.

The redemption criteria for the warrants have

been established at a price which is intended to provide warrant holders a reasonable premium to the initial exercise price and provide

a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines as

a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

a sufficient differential between the then-prevailing share price and the warrant exercise price so that if the share price declines

as a result of our redemption call, the redemption will not cause the share price to drop below the exercise price of the warrants.

If the Company call the warrants for redemption

as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless

basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares

equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the

difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending

on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will

exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors

including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such

time and concerns regarding dilutive share issuances.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

NOTE 7 – FAIR VALUE MEASUREMENTS

basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary

shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied

by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair

market value.

The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading

days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend

on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s

cash needs at such time and concerns regarding dilutive share issuances.

– ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

The Company accounts for

its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities

from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured

at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within

the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)

are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders’ equity.

The Company’s

ordinary shares feature certain redemption rights that are subject to the occurrence of uncertain future events and considered to be outside

of the Company’s control.

Accordingly, at March 31, 2022 and December 31, 2021, 3,646,607 and 3,646,607 ordinary shares subject

to possible redemption, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s

unaudited condensed consolidated balance sheets.

On May 16, 2019, the Company sold 4,600,000 units

at a price of $ 10.00 per Public Unit in the Public Offering.

On February 8, 2021, 636,890 shares were redeemed

by certain shareholders at a price of approximately $ 10.49 per share, including interest generated and extension payments deposited in

the Trust Account, in an aggregate amount of $ 6,680,520 .

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

On November 10, 2021, 316,503

shares were redeemed by certain shareholders at a price of approximately $ 10.94 per share, including interest generated and extension

payments deposited in the Trust Account, in an aggregate amount of $ 3,462,565 .

Three Months Ended

Total ordinary shares issued

Share issued classified as equity

( 1,375,000 )

Share redemption

Ordinary shares, subject to possible redemption

On April 29, 2022, 283,736 shares were redeemed

by certain shareholders at a price of approximately $ 11.24 per share, in an aggregate principal amount of $ 3,189,193 .

– FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

5 unchanged sentences

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for

identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or

liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

An active market for an asset or liability is a market in which transactions for the asset or liability

occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1

1 unchanged sentence

assets or liabilities in markets that are not active.

Unobservable inputs based on our

assessment of the assumptions that market participants would use in pricing the asset or liability.

Unobservable inputs based on our assessment

of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2021, and indicates

the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30, 2021

Quoted Prices In Active Markets

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2022 and December 31,

2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Unobservable Inputs

Treasury Securities held in Trust Account*

Warrant liabilities

* included in cash and investments held in trust account on the

Company’s balance sheet.

The private warrants are accounted for as liabilities

in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets.

The Company established the initial fair value

for the private warrants on May 16, 2019, the date of the Company’s Initial Public Offering, using a Black-Scholes model.

allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values as determined

Other Observable

Treasury Securities held in Trust Account*

Warrant liabilities

* included in cash and investments held in Trust Account on the Company’s

unaudited condensed consolidated balance sheets.

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The private warrants

are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the unaudited condensed

consolidated balance sheets.

The Company established

the initial fair value for the private warrants on May 16, 2019, the date of the Company’s IPO, using a Black-Scholes model.

Company allocated the proceeds received from the sale of Private Units, first to the private warrants based on their fair values as determined

at initial measurement, with the remaining proceeds recorded as ordinary shares subject to possible redemption, and ordinary shares based

2 unchanged sentences

date due to the use of unobservable inputs.

The key inputs into the binomial model and Black-Scholes

model were as follows at their measurement dates:

September 30, 2021

The key inputs

into the binomial model and Black-Scholes model were as follows at their measurement dates:

Risk-free interest rate

Exercise price

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

As of September 30, 2021 and December 31, 2020,

the aggregate value of the Private Warrants was $ 0.48 million.

The change in fair value from December 31, 2020 to September 30, 2021 was

approximately $( 90,000 ).

The change in fair value from December 31, 2019 to September 30, 2020 was approximately $ 120,000 .

As of March 31, 2022 and December 31, 2021, the

aggregate value of the private warrants was $ 0.52 and $ 0.49 million, respectively.

The change in fair value for the three months ended

March 31, 2022 was approximately $ 30,000 .

The change in fair value for the three months ended March 31, 2021 was approximately $ 10,000 .

To the extent that valuation is based on models

11 unchanged sentences

Risks and Uncertainties

Management has evaluated the impact of the COVID-19

pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s

future financial position, results of its operations and/or search for a target company, there has been a significant impact as of the

date of these financial statements.

The financial statements do not include any adjustments that might result from the future outcome

of this uncertainty.

Management has evaluated the impact of the COVID-19 pandemic on the

industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s future

financial position, results of its operations and/or search for a target company, there has been a significant impact as of the date of

these unaudited condensed consolidated financial statements.

The unaudited condensed consolidated financial statements

do not include any adjustments that might result from the future outcome of this uncertainty.

Registration Rights

The holders of our insider shares as well as the

holders of the Private Units (and all underlying securities) and any securities our initial shareholders, officers, directors or their

affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights .

In addition, the holders

have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation

of a business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

The holders of our insider shares issued and

outstanding on the date of this prospectus, as well as the holders of the Private Units (and all underlying securities) and any securities

our initial shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, are be

entitled to registration rights pursuant to a registration rights agreement entered into concurrently without initial public offering.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to our consummation of a business combination.

We will bear the expenses incurred in connection with the filing of any such registration

Underwriting Agreement

4 unchanged sentences

Four percent (4.0%), or

$0.40 per unit, is contingent on the closing of a business combination and will be deferred by the underwriters and be placed in the Trust

$0.40 per unit, is contingent on the closing of a business combination and will be deferred by the underwriters and be placed in the

Trust Account.

Such deferred amount will only be payable to the underwriters upon closing of a business combination.

Further, the deferred amount

paid to the underwriters upon the closing of a business combination will be reduced by two percent (2.0%), or $0.20 per unit, for each

unit that is redeemed by shareholders in connection with the business combination.

If the business combination is not consummated, the

deferred amount will be forfeited by the underwriters.

The underwriters will not be entitled to any interest accrued on the deferred amount.

ACQUISITION LIMITED

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”), except for number of shares)

Further, the deferred

amount paid to the underwriters upon the closing of a business combination will be reduced by two percent (2.0%), or $0.20 per unit,

for each unit that is redeemed by shareholders in connection with the business combination.

If the business combination is not consummated,

the deferred amount will be forfeited by the underwriters.

The underwriters will not be entitled to any interest accrued on the deferred

AGBA ACQUISITION LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Unit Purchase Option

6 unchanged sentences

receipt of $ 100 cash payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity.

and the units, as well as the ordinary shares and warrants to purchase ordinary shares that may be issued upon exercise of the option,

have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective

date of the registration statement or the commencement of sales in the Public Offering pursuant to Rule 5110(g)(1) of FINRA’s Rules,

during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short sale,

derivative or put or call transaction that would result in the economic disposition of the securities.

Additionally, the option may not

be sold, transferred, assigned, pledged or hypothecated prior to May 13, 2020 except to any underwriters and selected dealer participating

estimates that the fair value of the unit purchase option is approximately $ 747,960 , or $ 2.71 per Unit, using the Black-Scholes option-pricing

The fair value of the unit purchase option to be granted to the underwriters is estimated as of the date of grant using the following

(1) expected volatility of 35 %, (2) risk-free interest rate of 2.18 % and (3) expected life of four years between first and

fifth anniversary dates of the effective date.

The option and the units, as well as the ordinary shares and warrants to purchase ordinary

shares that may be issued upon exercise of the option, have been deemed compensation by The Financial Industry Regulatory Authority (“FINRA”)

and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement

of which this prospectus forms a part or the commencement of sales in the Public Offering pursuant to Rule 5110(g)(1) of FINRA’s

rules, during which time the option may not be sold, transferred, assigned, pledged or hypothecated, or be subject of any hedging, short

sale, derivative or put or call transaction that would result in the economic disposition of the securities.

Additionally, the option

may not be sold, transferred, assigned, pledged or hypothecated prior to May 13, 2020 except to any underwriters and selected dealer participating

in the offering and their bona fide officers or partners.

16 unchanged sentences

NOTE 9 – SUBSEQUENT EVENTS

On November 3, 2021, the Company 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").

On November 10, 2021, the Company issued unsecured

promissory note in the aggregate principal amount of $ 546,991 to AGBA Holding Limited in exchange for AGBA Holding Limited depositing

such amount into the Company’s trust account in order to extend the amount of available time to complete a business combination

until February 16, 2022.

On November 10, 2021, 316,503 shares were redeemed by a number of shareholders

at a price of approximately $ 10.94 per share, in an aggregate principal amount of $ 3,462,565 .

accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure

of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the

Company has evaluated all events or transactions that occurred after March 31, 2022, up through May 16, 2022, the date the Company issued

the unaudited condensed consolidated financial statements.

On April 29, 2022, 283,736 shares were redeemed

by certain shareholders at a price of approximately $ 11.24 per share, in an aggregate principal amount of $ 3,189,193 .

On May 9, 2022, the Company issued unsecured promissory

note in the aggregate principal amount of $ 504,431 to AGBA Holding Limited in exchange for AGBA Holding Limited depositing such amount

into the Company’s Trust Account in order to extend the amount of available time to complete a business combination until August

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements