What changed in this filing

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Item 1. Business

2023-04-03 compared with 2022-03-14 · 449 added, 622 removed, 0 unchanged (100% of the section changed)

Acquisition Limited is a British Virgin Islands exempted company incorporated on October 8, 2018 as a blank check company for the purpose

of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business

combination, with one or more target businesses.

On November 3, 2021, the Company entered into a business combination agreement, as amended

on November 18, 2021 and January 4, 2022 (the “Business Combination Agreement”), with 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”).

See “ Business Combination Agreement ” below.

If we fail to

complete the transactions contemplated by the Business Combination Agreement or any business combination by May 16, 2022, we will be

forced to liquidate pursuant to the terms of our current amended and restated memorandum and articles of association.

May 16, 2019, the Company consummated the initial public offering (“IPO”) of 4,600,000 units (the “Units”), which

includes the full exercise of the underwriter’s over-allotment option of 600,000 Units.

Each Unit consists of one ordinary share

(“Ordinary Share”), one warrant (“Warrant”) entitling its holder to purchase one-half of one Ordinary Share at

a price of $11.50 per whole share, and one right to receive one-tenth (1/10) of an Ordinary Share upon the consummation of an initial

business combination.

The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $46,000,000.

the Company sold to Maxim Group LLC (“Maxim), for $100, an option to purchase up to 276,000 units exercisable at $11.50 per unit

pursuant to the Unit Purchase Option agreement, commencing on the later of the consummation of a business combination and six months

from the effective date of the Registration Statement.

May 16, 2019, simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”)

with AGBA Holding Limited (“Sponsor”), of 225,000 units (the “Private Units”) at a price of $10.00 per Private

Unit, generating total proceeds of $2,250,000.

The Private Units are identical to the Units sold in the IPO, except that the warrants

underlying the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to

be held by the initial purchasers or their permitted transferees.

Additionally, because the Private Units were issued in a private transaction,

the initial purchasers and their permitted transferees will be allowed to exercise the warrants included in the Private Units for cash

even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered

ordinary shares.

Additionally, such initial purchasers agreed not to transfer, assign or sell any of the Private Units or underlying

securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s

initial business combination.

Such Initial Purchasers were granted certain demand and piggyback registration rights in connection with

the purchase of the Private Units.

total of $46,000,000 of the net proceeds from the sale of Units in the IPO (including the over-allotment option Units) and the private

placements on May 16, 2019 were placed in a trust account established for the benefit of the Company’s public shareholders at Morgan

Stanley maintained by Continental, acting as trustee.

None of the funds held in trust will be released from the trust account, other

than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required

time period or our entry into liquidation if we have not completed a business combination in the required time period.

On July 15, 2019,

our ordinary shares, warrants and rights underlying the Units sold in our IPO began to trade separately on a voluntary basis.

Combination Agreement

November 3, 2021, the Company entered into the Business Combination Agreement, as subsequently amended on November 18, 2021 and January

4, 2022, and as may be further amended, supplemented, or otherwise modified form time to time with TAG and certain of TAG’s wholly-owned

subsidiaries – OPH, Fintech, B2B, B2BSub, and HKSub.

On December 3, 2021, AGBA Merger Sub I Limited (“Merger Sub I”)

and AGBA Merger Sub II Limited (“Merger Sub II”), each a wholly-owned subsidiary of AGBA, acceded to the Business Combination

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

Pursuant to the Business Combination Agreement, OPH will merge with HKSub prior to the closing of

the business combination, with HKSub as the surviving entity.

At the closing of the business combination, B2B and Fintech (collectively,

the “TAG Business”) will merge with Merger Sub I and Merger Sub II, respectively, resulting in B2B and Fintech becoming wholly-owned

subsidiaries of AGBA.

In consideration of the business combination, AGBA will issue 55,500,000 ordinary shares (the “Aggregate

Stock Consideration”) with a deemed price per share of US$10.00 to certain persons as directed by TAG.

At the closing of the business

combination, 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 business combination, which may be extended for an additional three-month period

(the “Survival Period”), provided that AGBA will be entitled to retain some or all of the Holdback Shares to satisfy certain

indemnification claims during the Survival Period.

the closing of the business combination, the Company will change its name to AGBA Group Holding Limited.

of Time Period to Complete a Business Combination and Outstanding Promissory Notes

May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued unsecured promissory note in the aggregate principal amount

of $460,000 each time to our Sponsor in exchange for its depositing such amount into the Company’s trust account in order to extend

the amount of time it has available to complete a business combination from May 16, 2020 to February 16, 2021.

October 15, 2020, the Company dismissed Marcum LLP as its independent registered public accounting firm and effective October 20, 2020,

Friedman LLP has been engaged as the Company’s new independent registered public accounting firm.

The audit committee of the Company’s

board of directors (the “Audit Committee”), on October 15, 2020, approved the dismissal of Marcum LLP and the engagement

of Friedman LLP as the independent registered public accounting firm.

On February 5, 2021, the Company held its extraordinary

meeting of shareholders.

During this meeting, the Company’s shareholders approved the proposals to (i) amend the second amended

and restated memorandum and articles of association to further extend the date by which it has to consummate a business combination three

times for three additional months each time from February 16, 2021 to November 16, 2021;

and (ii) amend the investment management trust

agreement, dated as of May 14, 2019 by and between the Company and Continental Stock Transfer & Trust Company, LLC (“Continental”)

to allow it to further extend the time to complete a business combination three times for three additional months each time from February

16, 2021 to November 16, 2021.

On February 8, 2021, 636,890 shares were redeemed by a number of 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.

None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until

the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if we have

not completed a business combination by November 16, 2021.

November 2, 2021, the Company held its extraordinary meeting of shareholders.

During this meeting, the Company’s shareholders approved

the proposals to (i) amend the third amended and restated memorandum and articles of association to further extend the date by which

it has to consummate a business combination two times for three additional months each time from November 16, 2021 to May 16, 2022;

(ii) amend the investment management trust agreement, dated as of May 14, 2019 by and between the Company and Continental to allow it

to further extend the time to complete a business combination two times for three additional months each time from November 16, 2021

to May 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, including interest generated and extension payments deposited

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

February 10, May 11, August 11, 2021, the Company issued unsecured promissory note in the aggregate principal amount of $594,467 each

time to our Sponsor in exchange for its depositing such amount into the Company’s trust account in order to extend the amount of

time it has available to complete a business combination to November 16, 2021.

November 10, 2021 and February 7, 2022, the Company issued unsecured promissory note in the aggregate principal amount of $546,991

each time to our Sponsor in exchange for its depositing such amount into

the Company’s trust account in order to further extend the amount of time it has available to complete a business combination to

May 16, 2022.

our IPO, our sole business activity has been identifying, evaluating suitable acquisition transaction candidates, and engaging in activities

in connection with the proposed business combination transaction with TAG Business.

The outbreak of the COVID-19 coronavirus has resulted

in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and potential target companies

may defer or end discussions for a potential business combination with us whether or not COVID-19 affects their business operations.

The extent to which COVID-19 impacts our search for a business combination and completion of the proposed business combination will depend

on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the

severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

We may be unable to complete a business combination

if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target

company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

believe our specific competitive strengths to be the following:

as a public company

believe our structure will make us an attractive business combination partner to target businesses.

As an existing public company, we

offer a target business an alternative to the traditional initial public offering through a merger or other business combination.

this situation, the owners of the target business would exchange their shares of stock in the target business for our ordinary shares

or for a combination of our ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

believe target businesses might find this method a more certain and cost effective method to become a public company than the typical

initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public

reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

once the business combination is consummated, the target business will have effectively become public, whereas an initial public offering

is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent

the offering from occurring.

Once public, we believe the target business would then have greater access to capital and an additional

means of providing management incentives consistent with shareholders’ interests than it would have as a privately-held company.

It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting

talented employees.

we believe that our status as a public company will make us an attractive business partner, some potential target businesses may view

the inherent limitations in our status as a blank check company, such as our lack of an operating history and our requirements to seek

shareholder approval of any proposed initial business combination and provide holders of public shares the opportunity to redeem their

shares into cash from the trust account, as a deterrent, and may prefer to effect a business combination with a more established entity

or with a private company.

offer a target business a variety of options, such as providing the owners of a target business with shares in a public company and a

public means to sell such shares, providing cash for stock, and providing capital for the potential growth and expansion of its operations

or strengthening its balance sheet by reducing its debt ratio.

Because we are able to consummate our initial business combination using

our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination

that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, despite the steps

we have taken to secure third party financing, it may not be available to us.

have a management team with extensive experience in mergers and acquisitions, including cross-border transactions, target sourcing, financial

due diligence, deal structuring and negotiation, as well as finance and investment in the United States and Asia, and understands the

cultural, business and economic differences and opportunities that will allow us to negotiate a transaction.

We believe that the strengths

of our management team will be available to any business with which we consummate our initial business combination, although the specific

roles, if any, they may have following our initial business combination cannot be determined at this time.

believe our competitive weaknesses to be the following:

Financial Resources

financial reserves will be relatively limited when contrasted with those of venture capital firms, leveraged buyout firms and operating

businesses competing for acquisitions.

In addition, our financial resources could be reduced because of our obligation to redeem shares

held by our public shareholders as well as any tender offer we conduct.

of experience with blank check companies

management team is not experienced in pursuing business combinations on behalf of blank check companies.

Other blank check companies

may be sponsored and managed by individuals with prior experience in completing business combinations between blank check companies and

target businesses.

Our managements’ lack of experience may not be viewed favorably by target businesses.

technical and human resources

a blank check company, we have limited technical and human resources.

Many venture capital funds, leveraged buyout firms and operating

businesses possess greater technical and human resources than we do and thus we may be at a disadvantage when competing with them for

target businesses.

associated with shareholder approval or tender offer

may be required to seek shareholder approval of our initial business combination.

If we are not required to obtain shareholder approval

of an initial business combination, we will allow our shareholders to sell their shares to us pursuant to a tender offer.

shareholder approval and conducting a tender offer will delay the consummation of our initial business combination.

Other companies competing

with us for acquisition opportunities may not be subject to similar requirement, or may be able to satisfy such requirements more quickly

As a result, we may be at a disadvantage in competing for these opportunities.

an Acquisition Transaction

are not presently engaged in, and we will not engage in, any substantive commercial business until we complete a business combination.

We intend to utilize cash derived from the proceeds of the IPO and the Private Placements, our capital stock, debt or a combination of

these in effecting our initial business combination.

Although substantially all of the net proceeds of the IPO and the Private Placements

are intended to be applied generally toward effecting a business combination, the proceeds are not otherwise being designated for any

more specific purposes.

Accordingly, investors in the IPO were investing without first having an opportunity to evaluate the specific

merits or risks of any one or more business combinations.

Our initial business combination may involve the acquisition of, or merger

with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares.

In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its early

stages of development or growth.

While we may seek to effect simultaneous business combinations with more than one target business, we

will probably have the ability, as a result of our limited resources, to effect only a single business combination.

outbreak of the COVID-19 coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial

markets worldwide, and potential target companies may defer or end discussions for a potential business combination with us whether or

not COVID-19 affects their business operations.

The extent to which COVID-19 impacts our search for a business combination and completion

of the proposed business acquisition will depend on future developments, which are highly uncertain and cannot be predicted, including

new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others.

We may be unable to complete the proposed business combination if continued concerns relating to COVID-19 restrict travel, limit the

ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable

to negotiate and consummate a transaction in a timely manner.

of Target Businesses

the transaction with TAG Business does not close, we believe based on our management’s business knowledge and past experience that

there are numerous business combination candidates.

We anticipate that target business candidates will be brought to our attention from

our Sponsor or from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged

buyout funds, management buyout funds and other members of the financial community.

Target businesses may be brought to our attention

by such unaffiliated sources as a result of being solicited by us through calls or mailings.

These sources may also introduce us to target

businesses in which they think we may be interested in an unsolicited basis, since many of these sources will have known what types of

businesses we are targeting.

Our officers and directors, as well as their affiliates, may also bring to our attention target business

candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they

may have, as well as attending trade shows or conventions.

We may engage professional firms or other individuals that specialize in business

acquisitions or mergers in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined

in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will our insiders or any of the members

of our management team be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render

in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

decide to enter into a business combination with a target business that is affiliated with our officers, directors or initial shareholders,

we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination is fair to

our unaffiliated shareholders from a financial point of view.

As of the date of this report, there are no affiliated entities that we

would consider as a business combination target.

we fail to complete the transactions contemplated by the Business Combination Agreement or any business combination by May 16, 2022,

we will be forced to liquidate pursuant to the terms of our current amended and restated memorandum and articles of association.

of a Target Business and Structuring of Our Initial Business Combination

to our management team’s fiduciary duties and the limitation that one or more target businesses have an aggregate fair market value

of at least 80% of the value of the trust account (excluding any deferred underwriter’s fees and taxes payable on the income earned

on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below

in more detail, our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business.

Additionally, there is no limitation on our ability to raise funds privately or through loans in connection with our initial business

We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.

there is no basis for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete

a business combination.

To the extent we effect our initial business combination with a financially unstable company or an entity in

its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by

numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies.

Although our management will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or

assess all significant risk factors.

In evaluating a prospective target business, our management may consider a variety of factors, including

one or more of the following:

condition and results of operation;

recognition and potential;

on equity or invested capital;

capitalization or enterprise value;

and skill of management and availability of additional personnel;

requirements;

of development of the products, processes or services;

distribution and potential for expansion;

of current or potential market acceptance of the products, processes or services;

aspects of products and the extent of intellectual property or other protection for products or formulas;

of regulation on the business;

environment of the industry;

associated with effecting the business combination;

leadership, sustainability of market share and attractiveness of market industries in which a target business participates;

competitive dynamics in the industry within which the company competes.

criteria are not intended to be exhaustive.

Our management may not consider any of the above criteria in evaluating a prospective target

The retention of our officers and directors following the completion of any business combination will not be a material consideration

in our evaluation of a prospective target business.

evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as

well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.

In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,

meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available

This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage.

time and costs required to select and evaluate a target business and to structure and complete our initial business combination remain

to be determined.

Any costs incurred with respect to the identification and evaluation of a prospective target business with which a

business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise

complete a business combination.

Market Value of Target Business

to Nasdaq listing rules, our 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 we refer to as the 80% test, at the time of the execution of a definitive agreement

for our initial business combination, although we may structure a business combination with one or more target businesses whose fair

market value significantly exceeds 80% of the trust account balance.

If we are no longer listed on Nasdaq, we will not be required to

satisfy the 80% test.

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

We may, however, structure a business combination where we merge directly with the target business or where we acquire 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 we 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.

Even if the post-transaction company owns 50% or more of the voting securities

of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company,

depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue a transaction

in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case,

we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial number of new shares,

our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent

to our initial business combination.

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.

In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities

to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities.

we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no

current intention of doing so.

The fair market value of the target will be determined by our board of directors based upon one or more

standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value).

If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion

from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on

the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria.

We will not be required to

obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions

on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines

that the target business complies with the 80% threshold.

However, if we seek to consummate an initial business combination with an entity

that is affiliated with any of our officers, directors or insiders and are therefore required to obtain an opinion from an independent

investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view, we may

ask that banking firm to opine on whether the target business met the 80% fair market value test.

Nevertheless, we are not required to

do so and could determine not to do so without consent of our shareholders.

of Business Diversification

expect to complete only a single business combination, although this process may entail simultaneous business combinations with several

operating businesses.

Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance

of a single business operation.

Unlike other entities which may have the resources to complete several business combinations of entities

operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify

our operations or benefit from the possible spreading of risks or offsetting of losses.

By consummating our initial business combination

with only a single entity, our lack of diversification may:

us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon

the particular industry in which we may operate subsequent to our initial business combination, and

in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited

number of products, processes or services.

we determine to simultaneously consummate our initial business combination with several businesses and such businesses are owned by different

sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings

of the other combinations, which may make it more difficult for us, and delay our ability, to complete the business combination.

a business combination with several businesses, we could also face additional risks, including additional burdens and costs with respect

to possible multiple negotiations and due diligence investigations and the additional risks associated with the subsequent assimilation

of the operations and services or products of the target companies in a single operating business.

Ability to Evaluate the Target Business’ Management Team

we intend to scrutinize the management team of a prospective target business when evaluating the desirability of effecting our initial

business combination, our assessment of the target business’ management team may not prove to be correct.

In addition, the future

management team may not have the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role

of our officers and directors, if any, in the target business following our initial business combination remains to be determined.

it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following our

initial business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to our initial business

Moreover, they would only be able to remain with the company after the consummation of our initial business combination

if they are able to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations would

take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the

form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.

While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target

business, their ability to remain with the company after the consummation of our initial business combination will not be the determining

factor in our decision as to whether or not we will proceed with any potential business combination.

Additionally, our officers and directors

may not have significant experience or knowledge relating to the operations of the particular target business.

our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business.

We may not have the ability to recruit additional managers, or that any such additional managers we do recruit will have the requisite

skills, knowledge or experience necessary to enhance the incumbent management.

Approval of Business Combination

connection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at

a meeting called for such purpose at which public shareholders may seek to redeem their public shares, regardless of whether they vote

for or against the proposed business combination, into their pro rata share of the aggregate amount then on deposit in the trust account

(net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means of a tender

offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on

deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein.

Notwithstanding the foregoing,

our initial shareholders have agreed, pursuant to written letter agreements with us, not to redeem any public shares held by them into

their pro rata share of the aggregate amount then on deposit in the trust account.

If we determine to engage in a tender offer, such

tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than some pro

rata portion of his, her or its shares.

The decision as to whether we will seek shareholder approval of a proposed business combination

or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors such as the

timing of the transaction, whether the terms of the transaction would otherwise require us to seek shareholder approval or whether we

were deemed to be a foreign private issuer (which would require us to conduct a tender offer rather than seeking shareholder approval

under SEC rules).

If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder vote and allow

our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers.

In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information

about the initial business combination as is required under the SEC’s proxy rules.

We will consummate our initial business combination

only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority

of the issued and outstanding ordinary shares voted are voted in favor of the business combination.

chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities

However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital

closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial

business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may

be required to have a lesser number of shares redeemed or sold to us) and may force us to seek third party financing which may not be

available on terms acceptable to us or at all.

As a result, we may not be able to consummate such initial business combination and we

may not be able to locate another suitable target within the applicable time period, if at all.

Public shareholders may therefore have

to wait until May 16, 2022 in order to be able to receive a pro rata share of the trust account.

initial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed

business combination, (2) not to redeem any ordinary shares in connection with a shareholder vote to approve a proposed initial business

combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business combination.

of our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase Units or Ordinary Shares

from persons in the open market or in private transactions (other than the Private Units).

However, if we hold a meeting to approve a

proposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed

business combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market

or in private transactions in order to influence the vote.

Notwithstanding the foregoing, our officers, directors, initial shareholders

and their affiliates will not make purchases of Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange

Act, which are rules designed to stop potential manipulation of a company’s stock.

to Extend Time to Complete Business Combination

the date of this Report and since February 1, 2021, we have extended the time to complete a business combination five times for three

additional months each time from February 16, 2021 to May 16, 2022.

Pursuant to the terms of our amended and restated memorandum

and articles of association and the amended trust agreement entered into between us and Continental, in order to extend the time available

for us to consummate our initial business combination, our 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 and $546,991 for each of the last two extensions) 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 our 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.

Our 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 our initial business combination.

In the event that we receive notice from our insiders five days prior to the applicable deadline

of their intent to effect an extension, we intend to issue a press release announcing the deposit of funds promptly after such funds

are deposited into the trust account.

Our insiders and their affiliates or designees are not obligated to fund the trust account to extend

the time for us to complete our initial business combination.

Redemption/Tender

any meeting called to approve an initial business combination, public shareholders may seek to redeem their public shares, regardless

of whether they vote for or against the proposed business combination, 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.

Notwithstanding the foregoing, our initial shareholders have agreed,

pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate

amount then on deposit in the trust account.

The redemption rights will be effected under our amended and restated memorandum and articles

of association and British Virgin Islands law as redemptions.

If we hold a meeting to approve an initial business combination, a holder

will always have the ability to vote against a proposed business combination and not seek redemption of his shares.

Alternatively,

if we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender

The tender offer rules require us to hold the tender offer open for at least 20 business days.

Accordingly, this is the minimum

amount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer

or remain an investor in our company.

initial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly

or indirectly, whether acquired prior to the IPO, in the IPO or in the aftermarket.

We may also require public shareholders, whether

they are a record holder or hold their shares in “street name,” to either tender their certificates (if any) to our transfer

agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination.

Once the shares are

redeemed by the holder, and effectively redeemed by us under British Virgin Islands law, the transfer agent will then update our Register

of Members to reflect all redemptions.

The proxy solicitation materials that we will furnish to shareholders in connection with the vote

for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements.

a shareholder would have from the time our proxy statement is mailed through the vote on the business combination to deliver his shares

if he wishes to seek to exercise his redemption rights.

Under our amended and restated memorandum and articles of association, we are

required to provide at least 10 days’ advance notice of any shareholder meeting, which would be the minimum amount of time a shareholder

would have to determine whether to exercise redemption rights.

As a result, if we require public shareholders who wish to redeem their

ordinary shares into the right to receive a pro rata portion of the funds in the trust account to comply with the foregoing delivery requirements,

holders may not have sufficient time to receive the notice and deliver their shares for redemption.

Accordingly, investors may not be

able to exercise their redemption rights and may be forced to retain our securities when they otherwise would not want to.

There is a nominal cost associated with this tendering

process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically charge the

tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder.

However, this fee would

be incurred regardless of whether or not we require holders seeking to exercise redemption rights.

The need to deliver shares is a requirement

of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

However, in the event we require shareholders

seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination and the proposed

business combination is not consummated, this may result in an increased cost to shareholders.

Any request to redeem or tender such shares once

made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer.

if a holder of a public share delivered his certificate in connection with an election of their redemption or tender and subsequently

decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he may

simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not approved

or completed for any reason, then our public shareholders who elected to exercise their redemption or tender rights would not be entitled

to redeem their shares for the applicable pro rata share of the trust account.

In such case, we will promptly return any shares delivered

by public holders.

Automatic Liquidation if No Business Combination

If we do not complete a business combination by

May 16, 2022, it will trigger our automatic winding up, dissolution and liquidation pursuant to the terms of our amended and restated

memorandum and articles of association.

As a result, this has the same effect as if we 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.

If we are unable to consummate our initial business combination by May 16, 2022, we will, as promptly as

possible but not more than ten business days thereafter, redeem 100% of our 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 our taxes, and then seek to liquidate and dissolve pursuant to our current amended and restated memorandum and articles of association.

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

public shareholders.

In the event of our dissolution and liquidation, the public rights will expire and will be worthless.

The amount in the trust account (less approximately

$0.01 representing the aggregate nominal par value of the shares of our public shareholders) under the Companies Law will be treated as

share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed distribution

is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.

If we are forced to liquidate

the trust account, we anticipate that we would distribute to our public shareholders the amount in the trust account calculated as of

the date that is two days prior to the distribution date (including any accrued interest).

Prior to such distribution, we would be required

to assess all claims that may be potentially brought against us by our creditors for amounts they are actually owed and make provision

for such amounts, as creditors take priority over our public shareholders with respect to amounts that are owed to them.

We cannot assure

you that we will properly assess all claims that may be potentially brought against us.

As such, our shareholders could potentially be

liable for any claims of creditors to the extent of distributions received by them as an unlawful payment in the event we enter an insolvent

Furthermore, while we will seek to have all vendors and service providers (which would include any third parties we engaged

to assist us in any way in connection with our search for a target business) and prospective target businesses execute agreements with

us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee

that they will execute such agreements.

Nor is there any guarantee that, even if such entities execute such agreements with us, they will

not seek recourse against the trust account or that a court would conclude that such agreements are legally enforceable.

Each of our initial shareholders and our Sponsor

has agreed to waive its rights to participate in any liquidation of our trust account or other assets with respect to the insider shares

and private units and to vote their insider shares, private shares in favor of any dissolution and plan of distribution which we submit

to a vote of shareholders.

There will be no distribution from the trust account with respect to our warrants or rights, which will expire

If we are unable to complete an initial business

combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking

into account interest, if any, earned on the trust account, the initial per-share distribution from the trust account would be $10.00.

The proceeds deposited in the trust account could,

however, become subject to the claims of our creditors which would be prior to the claims of our public shareholders.

Although we will

seek to have all vendors, including lenders for money borrowed, prospective target businesses or other entities we engage execute agreements

with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public

shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be

prevented from bringing claims against the trust account, including but not limited to, fraudulent inducement, breach of fiduciary responsibility

or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with

a claim against our assets, including the funds held in the trust account.

If any third party refused to execute an agreement waiving

such claims to the monies held in the trust account, we would perform an analysis of the alternatives available to us if we chose not

to engage such third party and evaluate if such engagement would be in the best interest of our shareholders if such third party refused

to waive such claims.

Examples of possible instances where we may engage a third party that refused to execute a waiver include the engagement

of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other

consultants that would agree to execute a waiver or in cases where management is unable to find a provider of required services willing

to provide the waiver.

In any event, our management would perform an analysis of the alternatives available to it and would only enter

into an agreement with a third party that did not execute a waiver if management believed that such third party’s engagement would

be significantly more beneficial to us than any alternative.

In addition, there is no guarantee that such entities will agree to waive

any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not

seek recourse against the trust account for any reason.

Our Sponsor has agreed that, if we liquidate the

trust account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses

or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the

net proceeds of the IPO not held in the trust account, but only to the extent necessary to ensure that such debts or obligations do not

reduce the amounts in the trust account and only if such parties have not executed a waiver agreement.

However, we cannot assure you that

he will be able to satisfy those obligations if he is required to do so.

Accordingly, the actual per-share distribution could be less

than $10.00 due to claims of creditors.

Additionally, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is

filed against us which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may

be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders.

the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return to our public shareholders

at least $10.00 per share.

In identifying, evaluating and selecting a target

business, we may encounter intense competition from other entities having a business objective similar to ours.

Many of these entities

are well established and have extensive experience identifying and effecting business combinations directly or through affiliates.

of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited

when contrasted with those of many of these competitors.

While we believe there may be numerous potential target businesses that we could

acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our

available financial resources.

The following also may not be viewed favorably

by certain target businesses:

our obligation to seek shareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction;

our obligation to redeem public shares held by our public shareholders may reduce the resources available to us for a business combination;

NASDAQ may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination;

our outstanding warrants, rights and unit purchase options and the potential future dilution they represent;

our obligation to pay the deferred underwriting discounts and commissions to Maxim Group LLC upon consummation of our initial business combination;

our obligation to either repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers, directors or their affiliates upon conversion of working capital loans;

the impact on the target business’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place us at a competitive

disadvantage in successfully negotiating a business combination.

Our management believes, however, that our status as a public entity

and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities having

a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination,

there will be, in all likelihood, intense competition from competitors of the target business.

We cannot assure you that, subsequent to

a business combination, we will have the resources or ability to compete effectively.

We maintain our principal executive offices at

Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong.

The cost for this space

is provided to us by our Sponsor, as part of the $10,000 per month payment we make to it for office space and related services.

our current office space adequate for our current operations.

We have two executive officers.

These individuals

are not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary

to our affairs.

The amount of time they will devote in any time period will vary based on whether a target business has been selected

for the business combination and the stage of the business combination process the company is in.

Accordingly, once management locates

a suitable target business to acquire, they will spend more time investigating such target business and negotiating and processing the

business combination (and consequently spend more time to our affairs) than they would prior to locating a suitable target business.

presently expect our executive officers to devote such amount of time as they reasonably believe is necessary to our business (which could

range from only a few hours a week while we are trying to locate a potential target business to a majority of their time as we move into

serious negotiations with a target business for a business combination).

We do not intend to have any full time employees prior to the

consummation of a business combination.

AGBA Group Holding Limited, together with its

wholly-owned subsidiaries (the “Company”, “we”, “our”, “us” and “AGBA”) is

a leading wealth management and healthcare institution based in Hong Kong servicing over 400,000 individual and corporate customers.

We currently operate in four market-leading businesses:

our Platform Business, Distribution Business, Healthcare Business, and Fintech Business.

Since 2019, we have implemented a strategy to

expand and upgrade our long-standing broker-dealer business into a platform business and a distribution business.

Today, we offer unique

product and service offerings:

tech-enabled broker management platform

for advisors (“Platform Business”);

market leading portfolio of wealth and

health products (“Distribution Business”).

We also have a market leadership in our healthcare

business through our 4% stake in and a strategic partnership with HCMPS.

It is one of the most reputed healthcare brands in Hong Kong.

It has four self-operated medical centres and a network of over 700 healthcare service providers.

Finally, we are an established operator and successful

investor in the FinTech industry.

We have carefully built out investment positions in FinTech, WealthTech and HealthTech businesses, applying

lessons learned from our own distribution, platform and healthcare businesses.

On November 14, 2022, AGBA Acquisition Limited,

or AAL, a British Virgin Islands’ corporation and a special purpose acquisition company, consummated a series of transactions contemplated

by the Business Combination Agreement.

Upon the Closing of Business Combination :

became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited, TAG

Asia Capital Holdings Limited, and their collective subsidiaries;

(ii) the governing documents of AAL were amended and restated,

becoming the Fifth Amended and Restated Memorandum and Articles of Association;

(iii) the number of AAL’s authorized ordinary

shares was increased from 100 million to 200 million, and (iv) AAL’s name changed from “AGBA Acquisition Limited”

to “AGBA Group Holding Limited” which is our current name and which we also refer to, post-Business Combination, as “AGBA”

or the “Group.”

Current Operation

We currently operate and comprise of four major

Platform Business:

we operate as a

“financial supermarket” offering over 1,800 financial products to a large universe

of retail and corporate customers.

Distribution Business:

financial advisor business is the largest in the market, it engages in the personal financial

advisory business (including advising and sales of a full range of financial services products

including long-term life insurance, savings and mortgages), with additional internal and

external channels being developed and added.

Healthcare Business:

through our 4%

stake in and a strategic partnership with HCMPS, operating as one of the largest healthcare

management organizations in the Hong Kong and Macau region, with over 800 doctors in its

Established in 1979, it is one of the most reputed healthcare brands in Hong Kong.

Fintech Business:

we have an ensemble of leading FinTech assets and businesses in Europe and Hong Kong.

In addition to financial

gains, we also derive substantial knowledge transfers from our investee companies, supporting our development and growth of new business

Platform Business

The Platform Business is a one-stop financial

supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.

We operate under the “OnePlatform”

brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial

advisors to advise and serve their retail clients.

Our technology-enabled platform offers a wide range of financial products, covering

life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency.

Our OnePlatform brand covers 44 insurance providers

selling 657 products, and 40 asset management fund houses with over 1,000 products.

Distribution Business

The Distribution Business currently operates as

a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning and

wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors.

The Distribution

Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.

The Distribution Business’s main sources

of income are sales commission and service fee income from its infrastructure support platform.

It recognizes commission income from the

insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products

The financial advisors, organized under two brands

of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business.

channels are positioned to match individuals’ financial needs with an appropriate choice of insurance products.

They target to

bring additional revenue for the Distribution Business by serving as a “matching platform” between insurance companies and

Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new

customers are mainly solicited through direct conversation or meetings between financial advisors and retail customers.

As of December 31, 2022, we currently work with

1,528 independent financial advisors.

Healthcare Business

We own a 4% minority shareholding in HCMPS Healthcare

Holdings Limited (“HCMPS”), one of the leading healthcare management organizations in Hong Kong.

The Company, through one

of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.

Founded in 1979 and currently operating under

Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare

brands in Hong Kong.

It has four self-operated medical centres and a network of over 700 healthcare service providers – providing

healthcare schemes for more than 500 corporate clients with over 300,000 scheme members.

JFA’s clients include blue chip companies

from various industry and leading insurers.

Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.

JFA has a long-standing track record of operating

as a low-cost, high efficiency operation.

It offers vast untapped opportunities for the Group, both in revenue growth and cross-selling.

FinTech Business

Fintech Investments

Fintech manages an ensemble of financial technology

(fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money

Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value-added information

in health, insurance, investments and social sharing.

The portfolio companies in which Fintech has

invested remain growth stage businesses with modest revenues, and none has yet reached the operational breakeven point.

Therefore, the

business case for all these companies relies on transformations in scale, product offering, and/or geographic scope to drive future value

Fintech intends to maximize the strategic fit between these portfolio companies and the companies forming part of the OnePlatform

brand to drive additional value capture.

Fintech’s management team has strived to

establish the business as a leading name in the fintech investment sector.

Fintech’s business aims to create value

on three fronts:

Building long-term fintech

franchises in Hong Kong using business models, operations, and technologies tested in

more mature markets;

Supporting and capturing

synergies with OnePlatform and its other business segments;

Realizing financial returns from its fintech investments.

Please see the section titled “ Management’s

Discussion and Analysis of Financial Condition and Results of Operations of AGBA ” for a summary of the current valuations of

Fintech’s stakes in the fintech portfolio companies.

Tandem Money Limited (“Tandem”) is

a UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields.

It operates a “digital

deposit” strategy to continue funding its growth, which is known as a “neobank” strategy.

Founded in 2013, Tandem provides

an app-based retail bank service for its customers.

Through its app, customers can access retail banking services comprising deposits,

mortgages, loans and credit cards.

Tandem also leverages digital wealth management to cross-sell and offers value-added services

such as cash management across bank accounts, savings, debt management, and financial planning.

Background to the Investment in Tandem

TAG Technologies Limited (“TAG Technologies”)

first invested in 2018 with Tandem still positioned as a neobank focused on digital and analytics to generate user and deposit growth.

The initial investment was by way of a subscription agreement with Tandem, pursuant to which TAG Technologies agreed to subscribe for

and Tandem agreed to issue 11,259,740 ordinary B shares in Tandem for a consideration of £15 million.

The consideration was determined

by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated net asset value of Tandem

as at September 30, 2018, which was approximately £55.7 million, and (ii) the potential in the future business development

We believed that Tandem’s strategy in 2020

was predicated on a clear asset pivot to grow consumer loans in attractive categories such as home improvement and specialty mortgages.

In April 2020, TAG Technologies entered into a further subscription agreement with Tandem, pursuant to which TAG Technologies agreed

to subscribe for and Tandem agreed to issue 49,476,049 ordinary B shares in Tandem for a consideration of £10 million.

The consideration

was determined by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated net asset value

of Tandem as of October 31, 2019, which was approximately £44.9 million, and (ii) the potential in Tandem’s future business

In June and August 2021, TAG Technologies

purchased an additional aggregate of 14,000,000 ordinary B shares of Tandem at the price of £0.15 per share, for cash consideration

of approximately US$2.9 million (equivalent to approximately £2.1 million).

We currently owns 4.92% equity interest in Tandem.

Share Purchase and Knowledge Transfer Agreement

In connection with the April 2020 investment,

Tandem, AGBA Group Limited (“AGBA Group”) and TAG Technologies entered into a Share Purchase and Knowledge Transfer Agreement

pursuant to which, among other things, TAG Technologies purchased the entire issued share capital of AGBA Group, and Tandem undertook

to provide certain knowledge transfer services to TAG Technologies and its affiliates.

Pursuant to the Share Purchase and Knowledge Transfer

Agreement, Tandem also granted a license in certain Tandem proprietary software and other licensed materials to be made available to

TAG Technologies and its affiliates during the “knowledge transfer period”, which ends on the earlier of the date six months

after Tandem completes a migration of its systems to a new platform, and April 2, 2023.

For as long as TAG Technologies is a shareholder

of Tandem, each member of AGBA is granted a license to use the name “Tandem” and any registered logo or trademark used by

Tandem for a period of five years.

Through this investment we gained access to certain

of Tandem’s technology and digital platform assets and knowledge transfer.

These assets provide significant costs savings for system

developments such as data platforms and the core banking platform, driven by the ability to leverage Tandem’s assets and “test

and learn” experience to accelerate development of the Fintech business.

Tandem’s Potential Growth

With the increasing use of online platforms in

the financial sector, our management believed that Tandem, with its technology know-how in the consumer finance industry, has significant

market potential to become a leading online retail bank for the mass market.

The investment in Tandem is also part of our wider strategy

to launch digital services in Hong Kong and elsewhere, and Tandem is expected to be a key technology partner.

2) CurrencyFair

CurrencyFair is an online peer-to-peer currency

exchange marketplace.

TAG Technologies first invested into CurrencyFair in 2018, through an investment of approximately €6,000,000

and the merger of the Group’s then existing payments business with CurrencyFair.

Since then, CurrencyFair has continued to grow

its consumer money transfer business focused on white-collar expat customers transferring money between selected European and Australian

CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion, with offices

located in Ireland, UK, Singapore, Hong Kong and Australia.

We believe that CurrencyFair’s scaling plan relies on expanding

its consumer-to-consumer (C2C) business to new US and Asia corridors, while acquiring small and medium enterprise (SME) customers

directly and through an enterprise sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces.

Revenue growth depends on how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on

proposition development and customer acquisition execution.

We intend to work closely with CurrencyFair as

it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency marketplace to our customers in Hong Kong

as well as introducing enhanced Asian currency services to CurrencyFair’s international customers.

We intend for CurrencyFair’s

domain expertise, technology, and operational experience to be leveraged as part of a wider strategy to improve our services to assist

customers to manage their finances.

In 2021, CurrencyFair merged with Australia-based Assembly

Payments Limited, whose platform automates complex payment workflows.

Following the merger, the business re-branded to “Zai”,

with CurrencyFair as Zai’s consumer brand.

On March 18, 2022, we entered into a sale

and purchase agreement with the shareholder to acquire 4,158,963 shares of CurrencyFair for a cash consideration of

US$7.84 million.

The transaction closed in April 2022, resulting in the ownership of 8.37% equity interest in

CurrencyFair.

Goxip is a fashion media platform based in Hong Kong

with over one million high-end fashion shoppers.

Its digital marketing arm matches key opinion leaders (KOLs) with marketers and

brands for lead generation, launching and monetizing marketing campaigns.

We currently own a 3.63% equity interest in Goxip.

4) HCMPS Healthcare Holdings Limited

HCMPS Healthcare Holdings Limited (“HCMPS”)

is a healthcare management organization based in Hong Kong.

Founded in 1979, it has over 800 network service branches providing

healthcare schemes for more than 500 corporate clients with over 280,000 scheme members.

HCMPS offers its patients a full range of medical

services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories,

and imaging services.

we currently own a 4.00% equity interest in HCMPS.

Fintech previously made an investment in Nutmeg,

a United Kingdom-based online investment management company.

In June 2021, JPMorgan Chase purchased 100% of the share capital

Fintech was subject to a drag-along provision in the Articles of Association of Nutmeg, pursuant to which it was required

to sell its shareholding to JPMorgan Chase.

The transaction was closed in September 2021.

Accordingly, Fintech no longer holds an

investment in Nutmeg, with cash realized from the sale of the investment.

Competitive landscape

Competition in the markets in which we operate

We compete for clients, customers, and personnel directly with other financial advisory firms, securities firms, and other

businesses that offer financial services, such as banks and insurance companies.

Although our competitors may have greater brand

recognition, larger customer bases or greater financial, technological or marketing resources, our management believes that our competitive

advantages are its full suite of financial products covering insurance, investments and credit, coupled with a captive customer base

and well-established infrastructures, including operational capabilities and technology.

As a result, our management believes that it

can respond more quickly and effectively to new or changing opportunities, technologies or customer requirements, and adapt to significant

changes in regulatory and industry environments.

Currently, our principal methods to maintain

the competitive advantage of its businesses are by (i) relying on its highly knowledgeable and professional personnel and its large distribution

channel of independent financial advisors, (ii) leveraging extensive cross-selling opportunities across its business units, (iii) investing

in its platforms and infrastructure to keep up to date with the latest technology, and (iv) exploring and implementing solutions on the

cutting edge of financial technologies.

Despite the high level of market competition and the rapidly changing industry dynamics, our

management believes that the significant accumulated experience of its executive management as well as its understanding of market preferences

and conditions will enable us to compete effectively.

We believe that platform business models facilitate

global reach and economic efficiencies, and that leading global platform players build integrated capabilities outside their core business

activities and across industry borders, to cross-sell their products and services and satisfy customers’ multiple product needs.

We have developed infrastructures in (1) product

intelligence, (2) transaction operations and (3) technology support, which initially supported the Group’s independent financial

advisors business.

Leveraging on the know-how and existing resources of the Group, OnePlatform deployed and further developed this infrastructure

at a low incremental cost to offer technology infrastructure solutions to a wider array of corporate customers in Hong Kong, thus

aiming to drive revenue, cash flow and profits.

In addition to these three core infrastructures, OnePlatform provides training and people

development modules.

OnePlatform also intends to offer regular market and regulatory updates to its clients and investors, such as targeted

client seminars and investor education sessions.

OnePlatform primarily targets corporate clients

and charges them service fees based on the scope of infrastructure support provided.

OnePlatform intends to pilot a few support modules

with business partners to build the business cases for future business expansion and marketing.

The pricing model will be on pay-per-use

basis, such as “platform as a service”.

Strategic Growth Plans of AGBA

Overall Market Opportunities in the Greater

The Greater Bay Area comprises the major urban

centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial services markets, with an overall economy

size of US$1.7 trillion.

The GBA is an area of vast scale and wealth, with the following defining characteristics according to 2021

Hong Kong Trade Development Council research:

● Largest GDP in

China, comprising 11% of China’s total economy;

● US$1.67 trillion

economy, compared with US$1.99 trillion for Tokyo and US$1.81 trillion for New York;

● Per capita GDP

of US$22,300;

● Population of

86 million, compared with 44 million in Tokyo and 19 million in the New York

Metropolitan Area.

● Hong Kong is a major financial services hub, and according to the June 2021 Hong Kong

Stock Exchange monthly market highlights, it has:

● Over 1,300 mainland

China listed enterprises, with a total market capitalization of more than US$5 trillion

(80% of total market capitalization);

● A global hub for

RMB trading and business transactions, with over US$1 trillion per day in RMB financial

● Capital markets

connectivity with RMB 52 billion in daily investment quotas.

According to the 2021 China Private Wealth Report

published by China Merchants Bank, China’s individual investable assets reached RMB241 trillion (US$37 trillion) in 2020,

a compound annual growth of 13% from 2018 to 2020 and was expected to reach RMB268 trillion (US$42 trillion) by 2021.

China’s high-net-worth population is estimated to reach 3 million by year end , with the scale of investable assets

exceeding RMB90 trillion (US$37 trillion).

A structural change to China’s high-net-worth population

has geared towards the younger generation, whose investment objectives are shifting from wealth preservation to wealth creation and asset

diversification.

According to the 2021 China Private Wealth Report, almost 50% of respondents considered Hong Kong as their offshore

asset destination or entrepôt (a port destination where assets and goods are traded, imported, and exported).

Cross-Border Wealth Management Connect

On June 29, 2020, the People’s Bank

of China, the Hong Kong Monetary Authority (HKMA) and the Monetary Authority of Macau jointly announced the introduction of the

cross-boundary wealth management connect pilot scheme (Wealth Management Connect scheme) in the GBA, which will allow residents

in the GBA to invest in wealth management products distributed by banks across the region.

The scheme helps promote investment diversification

and facilitate capital flow within the GBA, promote RMB internationalization and strengthen Hong Kong’s status as an offshore

According to the implementation rules of the

Wealth Management Connect scheme published by The People’s Bank of China in September 2021, there will be an aggregate investment

quota of RMB150 billion in each of the “northbound Connect” and “southbound Connect” schemes, with an individual

investment quota up to RMB1 million.

Recognized investment products under the “Northbound Scheme” include fixed income

(primarily bonds and deposits) and equity wealth management products, along with public securities investment funds with low or medium

Complex investment products with high volatility or leverage are currently excluded.

The scheme is expected to facilitate

a total fund flow of RMB300 billion (US$47 billion) in the sale of investment products.

The Wealth Management Connect scheme officially

launched in September 2021, and banks may start offering cross-boundary wealth management connect services upon completion

of the relevant preparatory work, and subject to regulatory approval.

Future expansion plan to China

With the business opportunities brought by the

Wealth Management Connect scheme introduced by The People’s Bank of China, and the upcoming Insurance Connect introduced by the

China Insurance Regulatory Commission, China will be one of our focus areas with an increasing addressable market and opportunity set.

We intend to leverage the Group’s two decades

of experience operating in China.

We are particularly well-positioned to capture the emerging opportunities.

Currently, we do not

have any Chinese operating companies and we do not plan to use “variable interest entities,” or VIEs, in the future to conduct

our operations.

While we have no operations in China, it is and will continue to be part of our strategy to market and sell our products

and services to Chinese customers located in mainland China from its Hong Kong based operating subsidiaries through partnerships

or customer referrals.

After a 6-month project with a consulting

firm to study our capability and competitive advantages, we identified four strategic enablers, including (1) partnership development;

(2) establishing a lead management platform;

(3) establishing a service center for our customers;

and (4) digital marketing.

Multiple collaboration models have been designed, with potential partners identified for implementation.

We intend for these initiatives

to drive business growth through customer acquisition and cross-selling combined with increased use of data analytics.

Strategic Enablers to Capture GBA Opportunities

China B2B Partnership for Customer Acquisition

We intend to upsell selected customers simple

insurance products through our local insurance brokerage channel, by using free insurance protection products to attract customers, and

then conducting customer behavioral analysis and product matching.

Based on the analysis of social media interaction and digital marketing,

we market our international and partnership offerings to customers who demonstrate interest and refer them to our network of financial

advisors in Hong Kong for cross-selling of other financial products and investment portfolio recommendations.

We intend to periodically

review our referral mechanisms to ensure their continued effectiveness.

We are currently in active discussions to establish

a strategic partnership with a top asset manager (the “Potential Partner”) in China to provide offshore insurance solutions

to the Potential Partner’s over 20 million nation-wide customers.

The Potential Partner serves both individual affluent

and high-net-worth customers as well as institutions.

Our management believes a strategic partnership with the Potential Partner

has the potential to increase our AUM and competitiveness by expanding the types of local and overseas investment vehicles available

to it and to further penetrate its existing customer database.

Service Centre for Customer and Partner Servicing

Leveraging our existing China local insurance

brokerage licenses, sales teams and infrastructure, we intend to build a business platform to acquire mainland China customers through

referrals and to establish new partnerships .

We intend to transform our existing shared service

center to (i) provide post-sales services to mainland China customers who have purchased Hong Kong insurance products;

and (ii) institutionalize our capabilities to form B2B partnerships in mainland China.

We intend to build a lead management tool

to recommend new and personalized insurance products to customers, which we intend to be a key priority for 2023 and beyond.

Creating an Ecosystem Empowered by Fintech

Hong Kong’s Fintech Landscape

In July 2018, the HKMA introduced the “Open

API Framework” to facilitate the development and wider adoption of application programming interfaces or APIs by the banking sector.

The Open API Framework functions include product information, customer acquisition, account information and transactions.

The HKMA also

launched the Faster Payment System in September 2018 to facilitate real-time payments and fund transfers between banks and

stored value facility operators with the use of a recipient’s mobile number or email address as an account proxy.

We believe that,

with the on-going business integration with the GBA, Hong Kong is likely to see further liberalization in the financial services

sector in the coming years, especially in relation to the use of financial technologies.

According to a survey conducted by McKinsey &

Company titled “ McKinsey & Company M&S COVID-19 China Consumer Pulse Survey 3/25-3/30/2020 ”, there

has been a rapid increase in customers’ online engagement and penetration, which is likely to remain even after the COVID-19 pandemic.

The pandemic (i) accelerated customer shift to online channels, (ii) enhanced business partnerships across online and offline

channels, and (iii) illustrated the importance of establishing an “omni-channel” strategy.

We believe that more people

now look for digital ways to continue their normal lives, including through digital wealth management.

The Synergy to be Realized Leveraging on

Existing Infrastructure and Partners

To provide a seamless customer journey, increase

customers’ stickiness and deepen their share wallet, our future strategic focus intends to create an integrated digital ecosystem

by leveraging existing infrastructure, customers and partners.

We intend to realize synergies across different

business units by:

● focusing on product

portfolio enhancements, including endowment insurance and investment fund savings plans;

● leveraging the

flexibility offered by different financing options, including insurance premium financing,

point-of-sale consumer credit, personal credit facility or mortgage financing;

using our sales teams at our financial advisory business as a large distribution channel.

Our digital platform is one of its core customer

acquisition engines which we intend to further equip with functionalities including a cash management tool for customers, and a transaction

platform that encompasses insurance and investment products, retail consumption, medical appointments, content marketing and social sharing.

By targeting customers’ needs at various

life stages, we intend to provide a one-stop service to customers while enhancing its cross-selling business opportunities.

collaboration will also be sought in the future with its local partners and overseas fintech investments.

Fintech will continue to invest

in fintech developments to improve its capabilities and attract local and global business partners.

Our Corporate Information

We were originally incorporated on October 8,

2018 in the British Virgin Islands as a special purpose acquisition company under the former name of AGBA Acquisition Limited (“AAL”).

In connection with the consummation of the Business Combination (as defined below), we changed our name from “AGBA Acquisition Limited”

to “AGBA Group Holding Limited”.

Our principal executive office is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong

Intellectual Property

We own domain names and trademarks.

We are currently

in the process of re-branding our business and as part of this exercise, AGBA is in the process of obtaining domain names and trademark

registrations for its new brands, such as “TAG,” “OnePlatform,”, “AGBA Focus”, “AGBA Perform”

and “AGBA Group,” among others.

To protect its existing and potential, future intellectual property, we have entered into

confidentiality and proprietary rights agreements with employees, consultants, contractors and business partners;

employees and contractors

are also subject to invention assignment provisions.

As part of its contracting process with third parties, we use contract terms such

as limited licenses, restrictions on use, and confidentiality, as additional measures to protect its intellectual property.

Our headquarters in Hong Kong is located at AGBA

Tower, 68 Johnston Road, Wan Chai, Hong Kong, which is situated in one of Hong Kong’s prime central business districts.

agreement for the building, between Viewbest Investments Limited (Viewbest), as landlord, and Legacy Group, was executed on June 14,

The term of the AGBA Tower lease is six years,

with a tentative expiry date of February 28, 2026.

While we are not the party to the AGBA Tower

lease agreement, we are currently occupying space in the building.

We also owned two office premises located at

Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong and One Island South, No.

2 Heung Yip Road, Hong Kong for rental

As of December 31, 2022, we had 152 full-time

and full-time equivalent employees.

None of the employees are represented by a labor union, and we consider our employee relations to

Website Access to Company’s Reports

and Disclosure Information

Our internet website address is https://www.agba.com,

to which we regularly post copies of our press releases as well as additional information about us.

Our annual reports on Form 10-K,

quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed, will be available to you free

of charge through the Investors section of our website as soon as reasonably practicable after such materials have been electronically

filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

The SEC maintains an internet site (http://www.sec.gov)

that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference.

Information contained in our

website does not constitute a part of this report or our other filings with the SEC.

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-K

Item 1. Business