What changed in this filing

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Item 9A. Controls and Procedures

2023-04-03 compared with 2022-03-14 · 2964 added, 1695 removed, 124 unchanged (97% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed

with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,

is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including

the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management

evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”),

the effectiveness of our disclosure controls and procedures as of December 31, 2021, pursuant to Rule 13a-15(b) under the

Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, solely due to the events that led to the Company’s

restatement of its financial statements to reclassify the Company’s Private Warrants, as well as the restatement for the temporary

equity subject to possible redemption, as described in the Explanatory Note to this Annual Report, our disclosure controls and procedures

were not effective.

We do not expect that our disclosure controls

and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our internal control over financial reporting

did not result in the proper classification of our warrants.

Since their issuance on May 14, 2019, our warrants have been accounted for

as equity within our balance sheet.

On April 12, 2021, the SEC Staff issued the SEC Staff Statement in which the SEC Staff expressed

its view that certain terms and conditions common to SPAC warrants may require the Private warrants to be classified as liabilities on

the SPAC’s balance sheet as opposed to equity.

After discussion and evaluation, taking into consideration the SEC Staff Statement,

including with our independent auditors, we have concluded that our Private warrants should be presented as liabilities with subsequent

fair value remeasurement.

As previously

disclosed, the Company concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption

in temporary equity.

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

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

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

The Company had previously classified a portion of

its ordinary shares in permanent equity.

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

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

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

to be disclosed outside equity.

As a result, the Company restated its previously filed financial statements to classify ordinary shares

subject to redemption as temporary equity and to recognize accretion from the initial

book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

The change in the carrying value

of redeemable shares of ordinary shares resulted in charges against additional paid-in capital and accumulated deficit.

As a result, management identified these material

weaknesses in our internal control over financial reporting related to the accounting for warrants and ordinary shares subject to possible

To remediate these material weaknesses, we developed

a remediation plan with assistance from our accounting advisors and have dedicated significant resources and efforts to the remediation

and improvement of our internal control over financial reporting.

While we have processes to identify and appropriately apply applicable

accounting requirements, we plan to enhance our system of evaluating and implementing the complex accounting standards that apply to our

financial statements.

Our plans at this time include providing enhanced access to accounting literature, research materials and documents

and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications.

The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will

ultimately have the intended effects.

For a discussion of management’s consideration of the material weakness identified related

to our accounting for a significant and unusual transaction related to the warrants we issued in connection with our initial public offering,

see “Note 2—Restatement of Previously Issued Financial Statements” to the accompanying consolidated financial statements.

Management’s Report on Internal Controls

management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of

the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures.

Based on this evaluation

of our disclosure controls and procedures as of December 31, 2022, our Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “disclosure controls

and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by

a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time

periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures

designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated

and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely

decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating

the cost-benefit relationship of possible controls and procedures.

Management’s Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting

purposes in accordance with generally accepted accounting principles.

of December 31, 2022, our management assessed the effectiveness of our internal control over financial reporting using the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.

Additionally, our independent

registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting

pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Changes in Internal Control

over Financial Reporting

As required by SEC rules and regulations implementing

Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(e) and 15- d-15(e) under the Securities Exchange Act of 1934, as

amended), our management is responsible for establishing and maintaining adequate internal control over financial reporting.

control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of our financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial reporting

includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on

the consolidated financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect errors or misstatements in our financial statements.

Also, projections of any

evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

In making these assessments, management used the criteria

set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework

Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial

reporting as of December 31, 2021.

We have concluded that our private warrants should be presented as liabilities with subsequent

fair value remeasurement as previously restated in our Amendment No.

1 to the Form 10-K/A as filed with the SEC on December 13, 2021.

In addition, our management has concluded that our control around the interpretation and accounting for the carrying value of temporary

equity at redemption value, instead of initial carrying amount by the Company was not effectively designed or maintained resulting in

the change of carrying value against accumulated deficit and changes to the Company’s net income (loss) per share calculations that

have been revised within this Form 10-K filing.

has implemented remediation steps to improve our internal control over financial reporting.

Specifically, we expanded and improved our

review process for complex securities and related accounting standards.

We plan to further improve this process by enhancing access to

accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and

consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.

This Annual Report on Form 10-K does not include

an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth

company under the JOBS Act.

Changes in Internal Control over Financial

There were no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes

in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during

the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over

financial reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The following table sets forth information about

our directors and executive officers as of March 5, 2021.

Chief Executive Officer and Director

Chief Financial Officer and Director

Below is a summary of the business experience

of each of our executive officers and directors:

Gordon Lee has been

our Chief Executive Officer and director since October 2018.

Lee has over 27 years of experience in the education, IT, and entertainment

industries and with startup businesses.

Since June 2015, he has been an advisor of Victoria Educational Organization (“Victoria”).

Having seven kindergartens and one nursery school, Victoria is the leading provider in Hong Kong of high quality education for over 3,500

Victoria was the first kindergarten to introduce English teachers into the classroom, and to establish a collaborative, co-teaching

environment with Chinese and English native speaking teachers working side by side.

In February 2016, Mr.

Lee founded Causeway Bay CLC,

which provides extracurricular activities for Victoria Kindergarten students, such as:

STEM (Science, Technology, Engineering and Mathematics)

program, soccer and other outdoor/indoor activities.

In May 2010 Mr.

Lee co-founded Soliton Holdings Limited, one of the first music streaming

applications in Hong Kong and Macau.

Prior to that, Mr.

Lee co-founded and was the Business Development Director of Aspect Gaming from

May 2007 to December 2010.

Aspect Gaming is a game developer that brings offline games to online platform including lottery, casino and

social gaming.) From October 2001 to February 2007 Mr.

Lee served as an Executive General Manager of Mocha Slot Group Limited, a member

of Melco PBL Entertainment (Macau) Limited- a NASDAQ listed company.

Mocha Club is one largest non-casino based operations of electronic

gaming machines in Macau.

Prior to Mocha Club, Mr.

Lee co-founded Elixir Group Limited (listed in AMEX:

EGT), which was established in

2002 as a gaming focused IT solution provider (including a slot machine businesses).

Elixir Group Limited operates in 32 countries and

generated over 250 million Euros in 2017.

Lee obtained his Bachelor of Science in Computer Science Degree in 1991 and his Master of

Science in Computer Science Degree in 1992 from Rensselaer Polytechnic Institute.

Vera Tan has been our

Chief Financial Officer and director since February 2019.

Tan has over 18 years of experience in deal origination, direct investments,

banking, structured finance, asset management and law.

Since 2018, Ms.

Tan has been the Managing Director of CMSC Capital Partners, a

Hong Kong licensed asset management firm and the Founder and Managing Partner of VAM Advisory Limited, a strategic and management consulting

From March 2015 to April 2018, Ms.

Tan was the Head of Hong Kong Global Markets Debt Compliance for Deutsche Bank AG, managing a

total of eight different business lines across corporate treasury sales, FICC trading, institutional sales, special situations, structured

finance, distressed trading, treasury and pool.

During the period of March 2011 to October 2014, Ms.

Tan co-founded and acted as Managing

Director of Client Solutions at Sun Hung Kai Financial, a leading financial services institution in Hong Kong.

Tan’s department

at Sun Hung Fai Financial was responsible for structured financing, private equity, co investment and direct investment.

From May 2010

to December 2010, Ms.

Tan was Director of Fixed Income at Mizuho Asia Securities Limited.

Tan is responsible for creating the Third

Party Group under Goldman Sachs Asia LLC Hong Kong Fixed Income, Currencies and Commodities Division.

During her time at Goldman Sachs,

Tan was consecutively ranked as a first quartile performer at Goldman.

In June 2000, Ms.

Tan graduated from University College London

with a Bachelor of Law.

Tan continued her studies in September 2000- June 2001 at the Inns of Court School of Law in London and graduated

with a Postgraduate Diploma in Professional Legal Skills.

Brian Chan has been

a director of the Company since February 2019.

Chan has over 23 years of experience handling litigations for civil claims, intellectual

property rights protection and enforcement.

Since September 2007 to present, Mr.

Chan has been a Senior Partner at Chan, Tang & Kwok

Solicitors, a member of the International Trademark Attorneys Association.

From September 1995 to August 2007, he was a Consultant at

Benny Kong & Peter Tang, Partner at Stevenson, Wong & Co., Solicitors, Associate at Stephenson Harwood & Lo, and Associate

at Baker & McKenzie.

Additionally, Mr.

Chan has acted as a Counsel to various Hong Kong and cross-border mergers and acquisitions

and commercial matters since August 1999.

Chan is also a frequent speaker on legal issues for intellectual property rights for the

Hong Kong Productivity council, and acts as an Advisor to the Chief Brand Officer Association of Hong Kong (CBOHK).

Chan graduated

with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society of England and Wales in 1993.

Eric Lam has been a director

of the Company since February 2019.

Since January 2007, he has been the Financial Controller of Skyworth Digital Holdings Limited (“Skyworth”),

which is one of the world’s top ten color TV brands, and is a leading Chinese brand of the display industry in China.

2013, in addition to Financial Controller, Mr.

Lam became the Company Secretary of Skyworth.

At Skyworth, Mr.

Lam participated in multiple

acquisitions, including the acquisition of Sinoprima Investments and Manufacturing SA (PTY) Ltd, a home appliance brand in South Africa

Metz Consumer Electronics GmbH, a German TV company and Strong Media Group Limited, an European set-top box company.

holds a Bachelor of Computing (Information System) and a Bachelor of Business (Accounting) degree from Monash University of Australia.

Thomas Ng has been our

director since February 2019.

Thomas Ng has 30 years of broad experience engaging in the fields of Education, Media, Retailing Marketing

He is a pioneer of IT in education and he was the author of “Digital English Lab”, one of the first series of

digital books in Hong Kong.

Since September 2018, he has been the Chief Executive Officer of e-chat, an IPFS block chain social media

focused company.

From March 2017 to April 2018, Mr.

our directors and executive officers as of the date of this annual report.

Chairman, Group Chief Executive Officer, and Executive Director

Shu Pei Huang, Desmond

Acting Group Chief Financial Officer

Wong Suet Fai, Almond

Group Chief Operating Officer/Executive Director

Jeroen Nieuwkoop

Group Chief Strategy Officer

Deputy Group Chief Financial Officer/Company Secretary

Independent Director (1)(2)(3)

Felix Yun Pun Wong

Independent Director (1)(2)(3)

(1) Member of the remuneration

(2) Member of the nomination

(3) Member of the audit

Biographical Information

Ng Wing Fai Mr.

has been served as Group Chief Executive Officer, the Chairman of the board of AGBA and as an executive director of the board of

AGBA, since November 2022.

Prior to joining AGBA, Mr.

Ng was the Managing Partner and Founding Partner of Primus Pacific

Partners, an Asian private equity fund with a focus on financial services.

He was also previously the Managing Director of Fubon

Financial Holding, the largest financial conglomerate in Taiwan, where he oversaw its overall strategy, capital markets, merger and

acquisition activities and major change programs.

He has previously served as the Managing Director and Head of the

Asia-Pacific Financial Institutions Group at Salomon Smith Barney.

Ng graduated from the University of Cambridge and

obtained a master’s degree in business administration from Harvard University in 1994.

Shu Pei Huang, Desmond

Shu Pei Huang, Desmond currently serves as the Acting Group Chief Financial Officer (Principal Financial Officer) since November 2022.

Shu also presently serves as a director of both B2B and Fintech.

He was also a director of OnePlatform Holdings Limited prior

to the OnePlatform Holdings Limited merger.

Prior to joining AGBA, Mr.

Shu was the Vice President of Primus Holdings (H.K.) Ltd,

an Asia investment holding company with a focus on the financial services industry.

Prior to that, he was the corporate development manager

of DRB-HICOM Berhad, one of the largest diverse conglomerates in Malaysia with business across banking, insurance, automobile, and services.

Shu has over 20 years of experience in the investment banking and financial services industry and has gained all-round experience

through working with MIMB Investment Bank, SIBB Investment Bank, and KPMG Corporate Services.

Shu graduated from University of Kentucky

with a Bachelor of Business Administration in Finance and Bachelor of Science in Accounting;

Master of Science in Finance from Golden

Gate University, USA.

Wong Suet Fai, Almond Ms.

has served as an executive director of the board of AGBA since November 2022.

She has over the past 20 years of related experience,

encompassing organizational and talent development, compensations and benefits management, staff training and engagement, organizational

Prior to joining AGBA, Ms.

Wong held different positions in AXA, Sun Life Financial, Hutchison Ports, CSL Telecommunications

Wong graduated with a Bachelor of Business Administration from Hong Kong Baptist University in 1995 and obtained

a Master of Business Administration from University of Leicester in 2003.

She completed the Advanced Management Program offered by Harvard

Business School in 2018.

Jeroen Nieuwkoop Mr.

Nieuwkoop currently serves as the Group Chief Strategy Officer of the Company, since November 2022.

Nieuwkoop previously

worked at Fubon Financial and Primus Pacific Partners and has over 20 years’ experience in private equity, funds set-up, investments

and divestments, mergers and acquisitions, as well as general corporate finance across the financial services industry in Asia.

started his career as an investment banker in the Financial Institutions Group at Salomon Smith Barney (now known as Citigroup) in New York.

Nieuwkoop obtained his Master of Science (MSc) in Business Administration and Management, General from Erasmus University Rotterdam.

Richard Kong Mr.

Kong is the Company’s Deputy Group Chief Financial Officer and Company Secretary, since November 2022.

Kong has over 25 years

of experience in the finance and accounting fields.

Prior to joining AGBA, he was the Chief Financial Officer and Company Secretary of

a company listed in Hong Kong for over 14 years where he gained extensive experience in corporate exercises, corporate governance,

and compliance-related matters.

Previously, he was a manager at Ernst & Young Hong Kong.

Kong holds a Bachelor

of Business Administration (BBA) in Accounting from Hong Kong Baptist University and Master of Business Administration (MBA) from

University of South Australia.

He is also a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association

of Chartered Certified Accountants.

Brian Chan Mr.

Chan has served

as a member of the board of directors of AGBA as an independent director since November 2022.

Chan has over 23 years

of experience handling litigations for civil claims, intellectual property rights protection and enforcement.

Since September 2007

to present, Mr.

Chan has been a Senior Partner at Chan, Tang & Kwok Solicitors, a member of the International Trademark

Attorneys Association.

From September 1995 to August 2007 he was an Associate at Baker & McKenzie, Associate at Stephenson

Harwood & Lo, Partner at Stevenson, Wong & Co., Solicitors and Consultant at Benny Kong & Peter Tang.

Additionally,

Chan has acted as a Counsel to various Hong Kong and cross-border mergers and acquisitions and commercial matters since

Chan is also a frequent speaker on legal issues for intellectual property rights for the Hong Kong Productivity

Chan graduated with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society of England

and Wales in 1993.

Thomas Ng Mr.

Ng has served

as a member of the board of directors of AGBA as an independent director since November 2022.

Thomas Ng has 30 years of broad

experience engaging in the fields of Education, Media, Retailing Marketing and Finance.

He is a pioneer of IT in education and he was

the author of “Digital English Lab,” one of the first series of digital books in Hong Kong.

Since September 2018,

he has been the Chief Executive Officer of e-chat, an IPFS block chain social media focused company.

From March 2017 to April 2018,

Ng was the Chief Financial Officer of Duofu Holdings Group Co.

Ng founded Shang Finance Limited and was the Chief Executive Officer until February 2017.

From March 2015 to November 2015,

Ng was the Chief Financial Officer of World Unionpay Group Shares Limited.

In February 2016, Mr.

Ng founded Shang Finance

Limited and was the Chief Executive Officer until February 2017.

From March 2015 to November 2015, Mr.

Chief Financial Officer of World Unionpay Group Shares Limited.

In August 2003, Mr.

Ng established Fuji (Hong Kong) Co.

and was the Chief Executive Officer until December 2014, Mr.

Ng obtained a Certificate of Education majoring in English from the

University of Hong Kong in 2000.

We believe with their vast experience and complementary

skillsets, our officers and directors are well qualified to serve as members of our board.

Our directors and officers will play a key role

in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial acquisition transaction.

Except as described below and under “— Conflicts of Interest,” none of these individuals is currently a principal of

or affiliated with a public company or blank check company that executed a business plan similar to our business plan.

We believe that

the skills and experience of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their

transaction expertise should enable them to identify successfully and effect an acquisition transaction, although we cannot assure you

that they will, in fact, be able to do so.

Board Committees

The Board has a standing audit, nominating and

compensation committee.

The independent directors oversee director nominations.

Each audit committee and compensation committee has a

and was the Chief Executive Officer until December 2014.

Ng obtained a Certificate of Education majoring in English

from the University of Hong Kong in 2000.

Felix Yun Pun Wong Mr.

has served as a member of the board of directors of AGBA as an independent director since November 2022.

Wong currently

acts as the Chief Financial Officer of Inception Growth Acquisition Limited, a publicly listed special purpose acquisition corporation

He has acted in this capacity since April 9, 2021.

He has years of executive experience with multiple leadership

positions and a track record in helping private companies enter the public market.

He has been the principal of Ascent Partners Advisory

Service Limited, a finance advisory firm, since March 2020.

From November 2017 to December 2020, Mr.

Wong held the

position of Chief Financial Officer at Tottenham Acquisition I Limited, a publicly listed special purpose acquisition corporation,

which merged with Clene Nanomedicine Inc.

CLNN) in December 2020.

From August 2015 to September 2017, he

served as Chief Financial Officer at Raytron Technologies Limited, a leading Chinese national high-tech enterprise.

His main responsibilities

in these rules have included overseeing the financial functions of the firms, assisting in establishing corporate ventures for investment,

and working on deal origination of new businesses in the corporate groups.

Prior to these efforts, he was Chief Financial Officer and

Executive Director of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount

of US$600 million and focused on environmental and clean technology investments.

Wong also served as senior director and

chief financial officer of Spring Capital, a US$250 million fund, from October 2008 until June 2011.

Additionally, Mr.

was the chief financial officer of Natixis Private Equity Asia from November 2006 till October 2008 and an associate director

of JAFCO Asia from March 2002 to October 2006.

Wong was a finance manager for Icon Medialab from July 2000 to

December 2001, a senior finance manager of Nielsen from August 1998 to July 2000, Planning-Free Shopper from April 1992

to August 1998, and an auditor at PricewaterhouseCoopers from August 1989 until March 2000.

Wong earned his Masters

of Business degree in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration

from the Hong Kong Polytechnic University in 1989.

Board Committees of the Company

Audit Committee

The Audit Committee, which is established in accordance

with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants, reviewing their independence and performance;

reviews the Company’s accounting and financial reporting processes and the integrity of its financial statements;

the audits of

the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s

independent auditors;

the Company’s compliance with legal and regulatory requirements;

and the performance of the Company’s

internal audit function and internal control over financial reporting.

The Audit Committee held one meeting during 2020.

The members of the Audit Committee are Brian Chan,

Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing standards.

Eric Lam is the Chairperson of

the audit committee.

The Board has determined that both Eric Lam qualify as an “audit committee financial expert,” as defined

under the rules and regulations of the SEC.

Nominating Committee

The Nominating Committee is responsible for overseeing

the selection of persons to be nominated to serve on our Board.

Specifically, the Nominating Committee makes recommendations to the Board

regarding the size and composition of the Board, establishes procedures for the director nomination process and screens and recommends

candidates for election to the Board.

On an annual basis, the Nominating Committee recommends for approval by the Board certain desired

qualifications and characteristics for board membership.

Additionally, the Nominating Committee establishes and administers a periodic

assessment procedure relating to the performance of the Board as a whole and its individual members.

The Nominating Committee will consider

a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating

a person’s candidacy for membership on the Board.

The Nominating Committee may require certain skills or attributes, such as financial

or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and

makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not distinguish among nominees

recommended by shareholders and other persons.

The Compensation Committee held one meeting during 2021.

The members of the Nominating Committee are Brian

Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing standards.

Brian Chan is the Chairperson

of the Nominating Committee.

Compensation Committee

The Compensation Committee reviews annually the

Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the officers’ performance

in light of such goals and objectives, determines and approves the officers’ compensation level based on this evaluation;

recommendations to the Board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans,

makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers the Company’s incentive-compensation

plans and equity-based plans.

The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as

it may deem appropriate in its sole discretion.

The chief executive officer of the Company may not be present during voting or deliberations

of the Compensation Committee with respect to his compensation.

The Company’s executive officers do not play a role in suggesting

their own salaries.

Neither the Company nor the Compensation Committee has engaged any compensation consultant who has a role in determining

or recommending the amount or form of executive or director compensation.

The Compensation Committee held one meeting during 2021.

Notwithstanding the foregoing, as indicated above,

no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including

our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation

of a business combination.

Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation

committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection

with such initial business combination.

The members of the Compensation Committee are

Brian Chan, Eric Lam and Thomas Ng, each of whom is an independent director under NASDAQ’s listing standards.

Thomas Ng is the Chairperson

of the Compensation Committee.

Conflicts of Interest

Investors should be aware of the following potential

conflicts of interest:

None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities.

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations.

Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination.

In addition, our officers and directors may loan funds to us after the IPO and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.

For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares.

Under British Virgin Islands law, directors owe

the following fiduciary duties:

duty to act in good faith in what the director believes to be in the best interests of the company as a whole;

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not properly fetter the exercise of future discretion;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests;

duty to exercise independent judgment.

In addition to the above, directors also owe a

duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to act as a reasonably diligent person having

both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried

out by that director in relation to the company and the general knowledge skill and experience which that director has.

As set out above, directors have a duty not to

put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of

their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance

by the shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the memorandum

and articles of association or alternatively by shareholder approval at general meetings.

Accordingly, as a result of multiple business

affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the

above-listed criteria to multiple entities.

In addition, conflicts of interest may arise when our board evaluates a particular business

opportunity with respect to the above-listed criteria.

We cannot assure you that any of the above mentioned conflicts will be resolved

in our favor.

Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they

are officers or directors.

To the extent they identify business opportunities which may be suitable for the entities to which they owe

pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations.

Accordingly, it is possible they

may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary

obligations and any successors to such entities have declined to accept such opportunities.

In order to minimize potential conflicts of interest

which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written

agreement with us, until the earliest of a business combination, our liquidation or such time as he ceases to be an officer or director,

to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may

reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have.

The following table summarizes the current pre-existing

fiduciary or contractual obligations of our officers and directors.

Name of Individual

Name of Affiliated Company

Victoria Educational Organization

Causeway Bay CLC

VAM Advisory Limited

CMSC Partners Limited

Financial Services

Multi Success Consultants Limited

Legal and Consulting

Chan, Tang & Kwok Solicitors

Legal and Consulting

Senior Partner

Skyworth Digital Holdings Limited

Consumer Goods

Group Financial Controller

In connection with the vote required for any business

combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote their respective insider

shares and private shares in favor of any proposed business combination.

In addition, they have agreed to waive their respective rights

to participate in any liquidation distribution with respect to those ordinary shares acquired by them prior to the IPO.

If they purchased

ordinary shares in the IPO or in the open market, however, they would be entitled to participate in any liquidation distribution in respect

of such shares but have agreed not to redeem such shares (or sell their shares in any tender offer) in connection with the consummation

of our initial business combination or an amendment to our amended and restated memorandum and articles of association relating to pre-business

combination activity.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions will require prior approval by our audit committee and a majority of

our uninterested “independent” directors, or the members of our board who do not have an interest in the transaction, in either

case who had access, at our expense, to our attorneys or independent legal counsel.

We will not enter into any such transaction unless

our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction

are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

To further minimize conflicts of interest, we

have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or

initial shareholders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination

is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent

directors (if we have any at that time).

Furthermore, in no event will any of our initial shareholders, officers, directors, special advisors

or their respective affiliates be paid any finder’s fee, consulting fee or other similar compensation prior to, or for any services

they render in order to effectuate, the consummation of our initial business combination.

The Audit Committee has been established in accordance

with Section 3(a)(58)(A) of the Exchange Act.

The principal functions of the Audit Committee of the Company will include,

among other things:

● appointing, compensating, retaining, replacing, and overseeing

the work of the independent registered public accounting firm engaged by the Company;

● pre-approving all audit and permitted non-audit services

to be provided by the independent registered public accounting firm engaged by the Company, and establishing pre-approval policies

and procedures;

● reviewing and discussing with the independent auditors regarding

all relationships the auditors have with the Company in order to evaluate their continued independence;

● setting clear hiring policies for employees or former employees

of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

● obtaining and reviewing a report, at least annually, from the

independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal

quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer

review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues, and (iii) all relationships

between the independent registered public accounting firm and the Company to assess the independent registered public accounting firm’s

independence;

● reviewing and approving any related party transaction required

to be disclosed pursuant to SEC regulations prior to the Company entering into such transaction;

● reviewing with management, the independent registered public

accounting firm, and the Company’s legal advisors, as appropriate, of any legal, regulatory or compliance matters, including any

correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding

the financial statements or accounting policies of the Company and any significant changes in accounting standards or rules promulgated

by the Financial Accounting Standards Board, the SEC, or other regulatory authorities.

Audit Committee consists of Mr.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong ,

each of whom qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to Audit Committee

We have also determined that Mr.

Felix Yun Pun Wong qualifies as an “audit

committee financial expert.” The chair of our Audit Committee is Mr.

Felix Yun Pun Wong.

In addition, all of the Audit Committee members

meet the requirements for financial literacy under applicable SEC and Nasdaq rules.

The board of directors of AGBA has adopted a new written

charter for the Audit Committee, which is available on the Company’s website after adoption.

The reference to AGBA’s website

address in this annual report does not include or incorporate by reference the information on the AGBA’s website into this annual

Remuneration Committee

The principal functions of the Remuneration Committee

of the Company include, among other things:

● reviewing and approving on an annual basis the corporate goals

and objectives relevant to the compensation of our executive officers, evaluating their performance in light of such goals and objectives

and determining, and approving the remuneration of our executive officers based on such evaluation;

● reviewing, evaluating, and recommending changes, if appropriate,

to the remuneration of our non-employee directors;

● administering the Company’s equity compensation plans

and agreements with the Company executive officers and directors;

● reviewing and approving policies and procedures relating to

perquisites and expense accounts of the executive officers of the Company;

● assisting management in complying with registration statement

and annual report disclosure requirements;

● if required, producing a report on executive compensation to

be included in the Company’s annual proxy statement;

● reviewing and approving the Company’s overall compensation

Remuneration Committee consists of Mr.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong .

The board of directors has adopted a new written charter for the Remuneration Committee, which will be available on the Company’s

website after adoption.

The reference to the AGBA website address in this annual report does not include or incorporate by reference the

information on the Company’s website into this annual report.

Nomination Committee

The principal functions of the Nomination Committee

of AGBA include, among other things:

● considering qualified candidates for positions on the board

of directors of the Company;

● creating and maintaining an evaluation process to ensure that

all directors to be nominated to the board of directors during the annual shareholders’ meeting are appropriately qualified in

accordance with the company’s organizational documents and applicable law and regulations;

● making recommendations to the board of directors regarding candidates

to fill vacancies on the board;

● making recommendations to the board, regarding the size and

composition of the board;

● reviewing the membership of the various committees of the board

of directors and making recommendations for future appointments.

Nomination Committee consists of Mr.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong .

AGBA’s board of directors has adopted a new written charter for the Nomination Committee, which is available on the Company’s

website after adoption.

The reference to the AGBA’s website address in this annual report does not include or incorporate by reference

the information on AGBA’s website into this annual report.

Limitations on Liability and Indemnification

of Directors and Officers

The Fifth Amended and Restated Memorandum and

Articles of Association, has been effective upon consummation of the Business Combination, limits the Company’s directors’

liability in accordance with BVI law.

Subject to BVI law, the Fifth Amended and Restated

Memorandum and Articles of Association, which has been effective on November 14, 2022, provide that the Company will, in certain

situations, indemnify every director, secretary, or other officer of the Company (but not including the company’s auditors) and

the personal representatives of the same against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred

or sustained by such indemnified person, including legal fees, other than by reason of such person’s own dishonesty or fraud, as

determined by a court of competent jurisdiction, in or about the conduct of the company’s business or affairs (including as a result

of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities or discretions, including without prejudice

to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such person in defending (whether successfully

or otherwise) any proceedings concerning the company or its affairs in any court whether in the British Virgin Islands or elsewhere.

The Company plans to maintain a directors’

and officers’ insurance policy pursuant to which the Company’s directors and officers are insured against liability for actions

taken in their capacities as directors and officers.

We believe that these provisions in the Fifth Amended and Restated Memorandum and

Articles of Association, which has been effective on November 14, 2022, and these indemnification agreements are necessary to attract

and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising

under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification

is against public policy as expressed in the Securities Act and is therefore unenforceable.

Family Relationships

No family relationships

exist among any of our directors or executive officers.

Code of Ethics

We adopted a code of conduct and ethics applicable

to our directors, officers and employees in accordance with applicable federal securities laws.

The code of ethics codifies the business

and ethical principles that govern all aspects of our business.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of

1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a

registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports

of changes in ownership of our ordinary shares and other equity securities.

These executive officers, directors, and greater than 10%

beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive

officers, directors and greater than 10% beneficial owners were filed in a timely manner.

The Company’s board of directors has adopted

a Code of Ethics applicable to its directors, executive officers, and team members that complies with the rules and regulations of Nasdaq

The Code of Ethics is available on AGBA’s website.

In addition, AGBA intends to post on the Corporate Governance

section of AGBA’s website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or

waivers from, any provision of the Code of Ethics.

The reference to AGBA’s website address in this annual report does not include

or incorporate by reference the information on the Company’s website into this annual report.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or

the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our

equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership

of our shares of ordinary share and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners

are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written

representations from certain reporting persons, we believe that, during 2022, our directors, executive officers, and ten percent stockholders

complied with all Section 16(a) filing requirements.

EXECUTIVE COMPENSATION

This section provides an overview of our executive

compensation programs.

We are considered an “emerging growth company”

within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules.

Accordingly, our reporting

obligations with respect to our “named executive officers” extend only to the individuals who serve as the principal executive

officer and the next two most highly compensated executive officers as of the end of the prior fiscal year, as well as up to two additional

individuals for whom disclosure would have been provided based on their compensation levels but for the fact that the individual was not

serving as an executive officer at the end of the prior fiscal year.

The Named Executive Officers for 2022 fiscal year

Ng Wing Fai (Group Chief Executive Officer), Mr.

Shu Pei Huang Desmond (Acting Group Chief Financial Officer), Ms.

Wong Suet Fai

Almond (Group Chief Operating Officer), Mr.

Jeroen Nieuwkoop (Group Chief Strategy Officer), Mr.

Richard Kong (Deputy Group Chief Financial

Officer and Company Secretary).

Summary Compensation Table

The following table summarizes

information concerning the compensation awarded to, earned by and paid to the named executive officers and directors for services rendered

to us for the years ended December 31, 2022 and 2021.

Name and Principal Position

Group Chief Executive Officer, Chairman and Executive Director

SHU Pei Huang, Desmond

Acting Group Chief Financial Officer

WONG Suet Fai, Almond

Group Chief Operating Officer

Jeroen Nieuwkoop

Group Chief Strategy Officer

Deputy Group Chief Financial Officer and Company Secretary

Brian Chan (3)

Independent Director

Thomas Ng (3)

Independent Director

Felix Yun Pun Wong (3)

Independent Director

(1) Represents all amounts earned as salary during the applicable fiscal

For fiscal year 2022, the salary amounts have been converted to U.S.

Dollars (USD) from Hong Kong Dollars (HKD) using the exchange

rate of USD1 to HKD7.8 as of December 31, 2022.

(2) These share awards were immediately vested on the date of grant,

December 12, 2022 and December 29, 2022

(3) Directors began receiving cash fees under our director compensation program following the Closing.

Executive Compensation

Following the Closing of the Business Combination,

we have deployed an executive compensation program that is consistent with our existing compensation policies and philosophies, which

are designed to align compensation with business objectives and the creation of shareholder value, while enabling us to attract, motivate,

and retain individuals who contribute to long-term success.

We also note that decisions on the executive compensation program will be

made by the Remuneration Committee.

The following discussion is based on the present expectations as to the executive compensation program

to be adopted by the Remuneration Committee.

The executive compensation program actually adopted will depend on the judgment of the members

of the Remuneration Committee and may differ from that set forth in the following discussion.

We anticipate, however, that compensation

for the Named Executive Officers will reflect their current compensation in both form and amount.

Employment Agreements

We have not entered into any employment agreements

with our executive officers, and have not made any agreements to provide benefits upon termination of employment.

Executive Officers and Director Compensation

No executive officer has received any cash compensation

for services rendered to us.

No compensation of any kind, including finders, consulting or other similar fees, will be paid to any of

our existing shareholders, including our directors, or any of their respective affiliates, prior to, or for any services they render in

order to effectuate, the consummation of a business combination.

However, such individuals will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

There is no limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness

of the expenses by anyone other than our board of directors and audit committee, which includes persons who may seek reimbursement, or

a court of competent jurisdiction if such reimbursement is challenged.

Pursuant to the Business Combination Agreement,

we entered into employment agreements with each of the Named Executive Officers and directors.

The Named Executive Officers’ base salaries

is set pursuant to the employment agreements.

We anticipate that the salaries of the Named Executive Officers will be reviewed annually

by the Remuneration Committee based upon advice and counsel of its advisors.

Equity-Based Awards

We have granted the equity-based awards to reward

past or long-term performance of the Named Executive Officers and other high-performing employees.

We believe that providing a meaningful

portion of the total compensation package in the form of equity-based awards will align the incentives of our executive officers with

the interests of our shareholders and serve to motivate and retain the individual executives.

By extending the same incentives to all

of our employees, we believe that we will be able to reward exceptional employees for their contributions to AGBA and promote continued

Equity-based awards will be awarded under the Share Award Scheme.

Other Compensation

continue to maintain various employee benefit plans, including health and retirement plans, comparable to those already in place

in which the Named Executive Officers will participate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

1 unchanged sentence

more than 5% of our issued and outstanding ordinary shares, (ii) each of our officers and directors, and (iii) all of our officers and

directors as a group as of March 3.

directors as a group as of December 31, 2022.

Unless otherwise indicated, we believe that all

2 unchanged sentences

table does not reflect record of beneficial ownership of any ordinary shares issuable upon exercise of the warrants or conversion of rights,

as the warrants are not exercisable within 60 days of March 3, 2022 and the rights are not convertible within 60 days of March 3, 2022.

Name and Address of Beneficial Owner (1)

Percentage of

AGBA Holding Limited

All directors and executive officers as a group (5 individuals)

Bank of Montreal (2)

Periscope Capital Inc.

Mizuho Financial Group, Inc.

Feis Equities LLC (5)

as the warrants are not exercisable within 60 days of December 31, 2022 and the rights are not convertible within 60 days of December

Subject to the paragraph above, the percentage

ownership of issued shares is based on 59,576,985 shares of the Company’s ordinary shares issued and outstanding as of as of March

The business address for each of the following entities or individuals is AGBA Tower, 68 Johnston Road Wan Chai, Hong Kong

Name and Address of Beneficial

Five Percent Beneficial

Owners of AGBA

Holdings Limited (1)

and Named Executive Officers of AGBA

Pei Huang, Desmond

Suet Fai, Almond

Directors and Named Executive Officers of the Company as a group (8 individuals)

* Less than 1%.

(1) Unless otherwise indicated, the

business address of each of the individuals is c/o AGBA Acquisition Limited, Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science

Museum Road, Tsimshatsui East, Kowloon, Hong Kong.

(2) Based on a Schedule 13G jointly

filed by Bank of Montreal, BMO FINANCIAL CORP., and BMO CAPITAL MARKETS CORP.

The address for the reporting persons is 100 King Street

West, 21st Floor, Toronto, M5X 1A1, Ontario, Canada.

Based on a Schedule 13G filed by the reporting person.

The address for the reporting persons is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

Periscope Capital Inc.

(“Periscope”) acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds (each, a “Periscope Fund”).

Based on a Schedule 13G filed by the reporting person.

The address for the reporting persons is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

Based on a Schedule 13G filed by the reporting person.

The address for the reporting persons is 20 North Wacker Drive, Suite 2115, Chicago, Illinois 60606.

All of the insider shares issued and outstanding

prior to the IPO were placed in escrow with Continental, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier

of one year after the date of the consummation of our initial business combination and the date on which the closing price of our ordinary

shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations)

for any 20 trading days within any 30-trading day period commencing after our initial business combination and (2) with respect to the

remaining 50% of the insider shares, one year after the date of the consummation of our initial business combination, or earlier, in either

case, if, subsequent to our initial business combination, we consummate a liquidation, merger, share exchange or other similar transaction

which results in all of our shareholders having the right to exchange their shares for cash, securities or other property.

During the escrow period, the holders of these

shares will not be able to sell or transfer their securities except (i) for transfers to our officers, directors or their respective affiliates

(including for transfers to an entity’s members upon its liquidation), (ii) to relatives and trusts for estate planning purposes,

(iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain

pledges to secure obligations incurred in connection with purchases of our securities, (vi) by private sales made at or prior to the consummation

of a business combination at prices no greater than the price at which the shares were originally purchased or (vii) to us for no value

for cancellation in connection with the consummation of our initial business combination, in each case (except for clause (vii)) where

the transferee agrees to the terms of the escrow agreement, but will retain all other rights as our shareholders, including, without limitation,

the right to vote their ordinary shares and the right to receive cash dividends, if declared.

If dividends are declared and payable in

ordinary shares, such dividends will also be placed in escrow.

If we are unable to effect a business combination and liquidate the trust

account, none of our initial shareholders will receive any portion of the liquidation proceeds with respect to their insider shares.

In order to meet our working capital needs, our

initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at

any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would be evidenced by a promissory note.

would either be paid upon consummation of our initial business combination, without interest, or, at the lender’s discretion, up

to $500,000 of the notes may be converted upon consummation of our business combination into private units at a price of $10.00 per unit

(which, for example, would result in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable

upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of notes were so converted).

Our shareholders have

approved the issuance of the units and underlying securities upon conversion of such notes, to the extent the holder wishes to so convert

them at the time of the consummation of our initial business combination.

If we do not complete a business combination, the loans will

not be repaid.

Our Sponsor and our executive officers and directors

are deemed to be our “promoters,” as that term is defined under the Federal securities laws.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

In October 2018, the Company’s Chief Executive

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

On February 22, 2019, the Company issued an aggregate of 1,149,000 Ordinary Shares to our Sponsor for an aggregate purchase

price of $25,000 in cash.

Simultaneously

on February 22, 2019, the Company’s Sponsor transferred an aggregate of 114,000 ordinary shares to certain directors and officers

of the Company, at a price of approximately $0.02 per share, which is identical to the original price.

Upon the closing of the IPO, the Company consummated

the private placement of 225,000 units to our Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $2,250,000.

Including the 225,000 ordinary shares as part of the Private Units held, our Sponsor holds an aggregate of 1,261,000 ordinary shares.

In order to meet our working capital needs following

the consummation of the IPO, our initial shareholders, officers and directors and their respective affiliates may, but are not obligated

to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

Each loan would

be evidenced by a promissory note.

The notes would either be paid upon consummation of our initial business combination, without interest,

or, at the lender’s discretion, up to $500,000 of the notes may be converted upon consummation of our business combination into

private units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary

shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $500,000 of

notes were so converted).

Our shareholders have approved the issuance of the units and underlying securities upon conversion of such notes,

to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination.

If we do not complete

a business combination, the loans would be repaid out of funds not held in the trust account, and only to the extent available.

The holders of our insider shares issued and outstanding

prior to the date of the IPO, as well as the holders of the private units (and all underlying securities) and any securities our initial

shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us, will be entitled to

registration rights pursuant to offering registration rights agreement.

The holders of a majority of these securities are entitled to

make up to two demands that we register such securities.

The holders of the majority of the insider shares can elect to exercise these

registration rights at any time commencing three months prior to the date on which these ordinary shares are to be released from escrow.

The holders of a majority of the private units or securities issued in payment of working capital loans made to us can elect to exercise

these registration rights at any time after we consummate a business combination.

In addition, the holders have certain “piggy-back”

registration rights with respect to registration statements filed subsequent to our consummation of a business combination.

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

We will reimburse our officers and directors for

any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying

and investigating possible target businesses and business combinations.

There is no limit on the amount of out-of-pocket expenses reimbursable

provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest

income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business

Our audit committee will review and approve all reimbursements and payments made to any initial shareholder or member of

our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our audit committee

will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and approval.

The Sponsor has paid the expenses incurred by

the Company an aggregate of $952,761 on a non-interest bearing basis as of December 31, 2021.

As of December 31, 2021 and 2020, the Company

owed a balance of $952,761 and $790,122, respectively, to our Sponsor.

The Company is obligated to pay our Sponsor a

monthly fee of $10,000 for general and administrative services.

However, pursuant to the terms of such agreement, the Company may delay

payment of such monthly fee upon a determination by the Company’s audit committee that the Company lack sufficient funds held outside

the trust to pay actual or anticipated expenses in connection with the initial business combination.

Any such unpaid amount will accrue

without interest and be due and payable no later than the date of the consummation of our initial business combination.

All ongoing and future transactions between us

and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than

are available from unaffiliated third parties.

Such transactions, including the payment of any compensation, will require prior approval

by a majority of our uninterested “independent” directors (to the extent we have any) or the members of our board who do not

have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

will not enter into any such transaction unless our disinterested “independent” directors (or, if there are no “independent”

directors, our disinterested directors) determine that the terms of such transaction are no less favorable to us than those that would

be available to us with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever

possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved

by the board of directors (or the audit committee).

Related-party transactions are defined as transactions in which (1) the aggregate

amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and

(3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares,

or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest

(other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

A conflict of interest situation

can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.

Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of

his or her position.

We also require each of our directors and executive

officers to annually complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

Our audit committee, pursuant to its written charter,

will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions.

and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us

to be no less favorable to us than are available from unaffiliated third parties.

Such transactions will require prior approval by our

audit committee and a majority of our uninterested “independent” directors, or the members of our board who do not have an

interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel.

enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine

that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction

from unaffiliated third parties.

Additionally, we require each of our directors and executive officers to complete a directors’

and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether

any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,

employee or officer.

To further minimize potential conflicts of interest,

we have agreed not to consummate a business combination with an entity which is affiliated with any of our initial shareholders unless

we 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.

Furthermore, in no event will any of our existing officers, directors or initial shareholders, or any

entity with which they are affiliated, 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 a business combination.

(1) TAG has undertaken not to make any such distribution to its ultimate

beneficial shareholders.

Nothing in this undertaking, however, shall prevent TAG, subject to compliance with applicable law, from pledging

or encumbering its AGBA shares or selling or otherwise disposing of any or all of the AGBA shares to any other person or persons for value

consideration.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

Related Party Transaction Policy

November 10, 2022, our Board adopted a written policy regarding the review and approval or disapproval by our Audit Committee of transactions

between us, or any of our subsidiaries, and any related person (defined to include our executive officers, directors or director nominees,

any stockholder beneficially owning in excess of 5% of our ordinary shares or securities exchangeable for our ordinary share, and any

immediate family member of any of the foregoing persons) (the “Related Person Transaction Policy”).

In reviewing related person

transactions, our Audit Committee considers all relevant facts and circumstances, including the extent of the related person’s direct

or indirect interest in the transaction.

Any member of the Audit Committee who is a related person with respect to a transaction under

review will not be permitted to participate in the deliberations or to vote on the transaction.

related person transactions described below were consummated prior to our adoption of the formal, written policy described above, and,

accordingly, the foregoing policies and procedures were not followed with respect to these transactions.

However, we believe that the

terms obtained and consideration that we paid or received, as applicable, in connection with the transactions described below were comparable

to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions at such time.

Person Transactions –– AGBA Acquisition Limited (“AAL”)

Insider Shares

In October 2018, AAL’s Chief Executive

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

US$0.001 per share.

On February 22, 2019, AGBA issued an aggregate of 1,149,000 ordinary shares to Initial Shareholder for an aggregate

purchase price of US$25,000 in cash (together with the shares issued to Mr.

Lee — the Insider Shares).

Simultaneously on February 22,

2019, the Sponsor transferred an aggregate of 114,000 ordinary shares to certain directors and officers of AAL, at a price of approximately

US$0.02 per share, which is identical to the original price.

The Initial Shareholders have agreed not to transfer,

assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) the earlier of six months after

the date of the consummation of an initial business combination and (2) the date on which AAL consummates a liquidation, merger,

stock exchange or other similar transaction which results in all of AAL’s shareholders having the right to exchange their AGBA Shares

for cash, securities or other property;

provided, however, that if the last sale price of the AGBA Shares equals or exceeds US$12.00 per

share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days

within any 30-trading day period, 50% of the Insider Shares will be released promptly thereafter.

Private Placement

Simultaneously with the closing of the IPO, the

Sponsor purchased an aggregate of 225,000 Private Placement Units at a price of US$10.00 per Private Placement Unit, or US$2,250,000

in the aggregate.

Administrative Services Agreement

AAL entered into an agreement with its Sponsor,

commencing on May 16, 2019 through the earlier of the consummation of a business combination or AAL’s liquidation, to pay the Sponsor

a monthly fee of US$10,000 for general and administrative services.

This agreement expired and terminated on November 14, 2022.

Related Party Extensions Loan

Originally, according to its initial Memorandum

and Articles of Association, AAL had 12 months from the consummation of the IPO to consummate a business combination, and if AAL

anticipated that it may not be able to consummate a business combination within those 12 months, AAL may, but was not obligated to,

extend the period of time to consummate a business combination three times by an additional three months each time (for a total of

up to 21 months to consummate a business combination).

On February 5, 2021, AAL held an extraordinary meeting of shareholders

where AAL’s shareholders approved proposals to (i) amend the 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 AAL and Continental to allow it to further extend the time to consummate a business combination three times for three

additional months each time from February 16, 2021 to November 16, 2021.

On November 2, 2021, AAL held another extraordinary

meeting of shareholders where AAL’s shareholders approved 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 two times for three additional months

each time from November 16, 2021 to May 16, 2022;

and (ii) amend the investment management trust agreement, dated as of

May 14, 2019 by and between AAL and Continental to allow it to further extend the time to consummate a business combination two times

for three additional months each time from November 16, 2021 to May 16, 2022.

On May 3, 2022, AAL held its annual meeting

of shareholders.

During this meeting, AAL’s shareholders approved the proposals, among other things, 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 May 16, 2022 to November 16, 2022;

and (ii) amend the investment

management trust agreement, dated as of May 14, 2019 by and between AAL and Continental to allow it to further extend the time to

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

On May 3, 2022, 283,736 AGBA Shares were redeemed by a number of shareholders at a price of approximately US$11.24 per share, in

an aggregate principal amount of US$3,189,369.

On May 9, 2022, AGBA issued an unsecured promissory note to its Sponsor, in the amount

of US$504,431, which amount was deposited into the trust account to extend the available time to complete a business combination to August 16,

On August 9, 2022, AAL issued an unsecured promissory note in an amount of US$504,431 to its Sponsor, which amount was deposited

into the trust account to extend the amount of available time to complete a business combination until November 16, 2022.

On each of May 11, 2020, August 12,

2020, and November 10, 2020, AGBA issued a total of three notes to the Sponsor, each in an amount of US$460,000, and on each of February 10,

2021, May 11, 2021, and August 11, 2021, AGBA issued a total of three additional notes to the Sponsor, each in an amount of

US$594,466.50, pursuant to which all such amounts had been deposited into the trust account in order to extend the amount of available

time to consummate a business combination until November 16, 2021.

On each of November 10, 2021, and February 7, 2022,

AGBA issued an additional note to the Sponsor in the amount of US$546,991 deposited into the trust account in order to extend the amount

of available time to consummate a business combination until May 16, 2022.

On each of May 9, 2022, and August 9, 2022,

AGBA issued an unsecured promissory note to its Sponsor, in the amount of US$504,431, which amount was deposited into the trust account

to extend the available time to complete a business combination to November 16, 2022.

The Notes are non-interest bearing and

are payable upon the closing of a business combination.

In addition, the Notes may be converted, at the lender’s discretion, into

additional AGBA units, which are the same as the Private Placement Units, at a price of US$10.00 per unit.

Upon completion of the Business Combination, each of AGBA’s issued

and outstanding convertible notes and related party balances to its sponsor, AGBA Holding Limited, were automatically converted into an

aggregate of 792,334 ordinary shares.

Person Transactions –– AGBA Group Holding Limited (“AGBA”)

Administrative Services Agreements

TAG Financial Holdings Service Agreements

On June 24, 2021, each of OnePlatform Wealth Management

Limited (“OWM”), OnePlatform International Property Limited (“OIP”), OnePlatform Asset Management Limited (“OAM”),

and Hong Kong Credit Corporation Limited (“HKCC”) entered into separate, but substantially similar, Service Agreements

with TAG Financial Holdings Limited (“TAG Financial Holdings”), a member of the Legacy Group.

As the members of the Legacy

Group presently share office space in the AGBA Tower (see “ Information about AGBA — Property ” for additional

information about the office space used by AGBA), TAG Financial Holdings, pursuant to these four agreements, agreed to provide certain

premises and administrative services to each of OWM, OIP, OAM, and HKCC.

With respect to premises services, TAG Financial Holdings

agreed to pay for, among other things, building management fees, government rates and rent, office rent, and lease-related interest

and depreciation for OWM, OIP, OAM, and HKCC, subject to reimbursement.

With respect to administrative services, TAG Financial Holdings

agreed to pay for, among other things, office consumables, cleaning fees, A/C, electricity, and water for OWM, OIP, OAM, and HKCC, subject

to reimbursement.

The service fees are charged in accordance with a standard formula included in each of the contracts, corresponding

to their office space occupancy and employee headcount respectively.

Pursuant to these service agreements and their

predecessor arrangements, AGBA, collectively, paid TAG Financial Holdings US$3,190,064 and US$2,463,553 for the years ended December

31, 2022 and 2021, respectively, for premises and administrative expenses.

The management of AGBA anticipates that these

Service Agreements will continue after the Business Combination and until either party thereto provides one month written notice of termination,

to ensure continued smooth operation on a stand-alone basis.

Human Resource Services

Pursuant to an Agreement for Supply Services,

signed in March 2020, Perform Financial Planning Services Limited (“PFPSL”), a member of the Legacy Group, provides centralized

human resource, administrative, and other related services to members of the Legacy Group, including members of AGBA — OAM,

OIP, OWM, and HKCC.

In particular, PFPSL is responsible for engaging and compensating independent contractors and/or employees to

provide services to members of the Legacy Group pursuant to their respective service and/or employment contracts.

PFPSL receives referral

income on all insurance products supported by OWM on a 60-70% basis.

The agreement also provides a standard mechanism for members

of the Legacy Group to refer potential employees to other members of the Legacy Group.

Any party thereto may terminate the agreement with

three months’ notice.

The management of AGBA anticipates that PFPSL will continue to provide such services to AGBA following

the Business Combination.

Real Property

On January 25, 2022, AGBA purchased an office

building located at Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong from the Legacy Group for

a consideration of approximately US$8.0 million.

The purchase price was offset by the deduction of a previously paid earnest deposit

of US$7.2 million and partially settled by cash.

The management of AGBA expects to use this office building for its own occupancy

and to meet its anticipated business expansion in the foreseeable period.

This transaction is not expected to affect the existing Trust

Tower lease or current administrative service agreements.

CurrencyFair Stake Acquisition

On March 18, 2022, AGBA entered into a sale

and purchase agreement with the Legacy Group to acquire 4,158,963 shares of CurrencyFair at the historical carrying amount of US$6.56 million.

The transaction closed in April 2022, resulting in AGBA owning 8.37% equity interest of CurrencyFair.

OnePlatform Asset Management Limited

Fund Asset Management Service

JFA Capital is a closed-ended investment

vehicle incorporated in the Cayman Islands and a member of the Legacy Group.

Upon its incorporation JFA Capital engaged a third-party fund

manager who, in turn, engaged OnePlatform Asset Management (“OAM”) as a sub-manager.

On May 7, 2018, JFA Capital and

OAM agreed for JFA Capital to terminate its existing management arrangement and appoint OAM as its sole manager.

OAM is licensed by the

Hong Kong Securities and Futures Commission under type 1 (Dealing in securities), type 4 (Advising on securities), and type 9 (asset

OAM is also a “professional investor” as defined under the Securities and Futures Ordinance of Hong Kong.

OAM, accordingly, provides management of JFA Capital’s

portfolio assets for a management fee and a performance fee, as dictated by the management agreement.

For the years ended December 31,

2022 and 2021, JFA Capital paid OAM US$600,778 and US$877,425, respectively.

The arrangement is non-exclusive, and OAM is permitted to

invest in or advise other investment funds.

OAM is also permitted to delegate its functions, powers, and duties to any person, subject

to remaining liable for the actions of its delegate.

The term of this management arrangement is indefinite, subject to 90 days’

notice by either party, and the management of AGBA anticipates that OAM will continue to provide fund management services to JFA Capital

following the Business Combination.

In addition to JFA Capital, OAM also provides

management services for other funds, including NSD Capital, a third-party Cayman-incorporated fund.

For the years ended

December 31, 2022 and 2021, NSD Capital paid OAM US$69,134 and US$69,650, respectively, for management services.

The management of

AGBA anticipate that OAM will continue to provide fund management services to NSD Capital following the Business Combination.

LC Healthcare Fund I, L.P.

Stake Acquisition

In October 2022, AGBA entered into a sale and

purchase agreement with the shareholder to acquire 4% equity interest in LC Healthcare Fund I, L.P.

at the historical carrying amount

of US$9.67 million.

Dividend Distribution

On January 18, 2022, TAG Asia Capital Holdings

Limited (“TAC”) was approved to declare and distribute a special dividend of $47 million to TAG Holdings Limited, the shareholder

who represented 1 ordinary share of TAC.

The dividends were paid by offsetting the receivable due from the shareholder and the remaining

balance was paid by cash.

The special dividend distribution was made due to the investment income from the sale of all equity interest

in Nutmeg Saving and Investment Limited in September 2021.

Indemnification

Effective immediately upon the consummation of

the Business Combination, the Company will enter into customary indemnification arrangements with each of the newly elected directors

and newly appointed executive officers of the Company.

Pursuant to these indemnification agreements the Company will indemnify such directors

and executive officers under the circumstances and to the extent provided for therein, from and against all losses, claims, etc., to the

fullest extent permitted under BVI law and the Fifth Amended and Restated Memorandum and Articles of Association.

Director Independence

Nasdaq listing standards require that within one

year of the listing of our securities on the Nasdaq Capital Market we have at least three independent directors and that a majority of

our board of directors be independent.

For a description of the director independence, see above Part III, Item 10 - Directors, Executive

Officers and Corporate Governance.

Our board of directors has undertaken a

review of the independence of each director.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong are all non-employee

directors, all of whom our Board has determined to be independent pursuant to Nasdaq rules.

All of the members of our Audit

Committee, Nomination Committee and Remuneration Committee are independent pursuant to Nasdaq rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of fees paid or to

be paid to Friedman LLP, for services rendered.

fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are

normally provided by the chosen registered public accounting firm in connection with regulatory filings.

The aggregate fees billed by

Friedman LLP for professional services rendered for the audit of our 2019 and 2020 annual financial statements, review of the financial

information included in our Forms 10-Q and other required filings with the SEC for the periods of March 31, 2021, June 30, 2021 and September

30, 2021 totaled approximately $64,597.

The above amounts include interim procedures and audit fees, as well as attendance at audit committee

Public Accounting Fees

The following table sets forth fees billed by

our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of

our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of

our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and

tax planning, and all other fees for services rendered.

The following

table shows the aggregate fees from our current principal accounting firm, WWC., P.C.

and the former principal accounting firm, Friedman

LLP for the fiscal years as shown.

Years Ended December 31,

Audit Related Fees

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit

or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that

are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Friedman

LLP for consultations concerning financial accounting and reporting standards during the year ended December 31, 2021 and 2020.

pay Friedman LLP for tax planning and tax advice for the year ended December 31, 2021 and 2020.

All Other Fees

did not pay Friedman LLP for other services for the year ended December 31, 2021 and 2020.

Pre-Approval of Services

Our audit committee was formed upon the consummation

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to

the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward

basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our

auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange

Act which are approved by the audit committee prior to the completion of the audit).

Marcum LLP (Formerly Friedman LLP):

Audit Related Fees

All Other Fees

Audit fees for the fiscal year ended December

31, 2022 rendered by WWC., P.C.

relate to professional services rendered for the audit of our consolidated financial statements and quarterly

Audit fees for the fiscal years ended December

31, 2022 and 2021 rendered by Marcum LLP (formerly Friedman LLP) relate to professional services rendered for the audits of our predecessor’s

financial statements, quarterly reviews, issuance of consents, the Business Combination and review of documents filed with the SEC.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Deficit

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(a) Financial Statements:

The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 herein.

All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

See attached Exhibit Index of this Annual Report on Form 10-K

Underwriting Agreement, dated May 14, 2019, by and between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Annex A to the Definitive Proxy Statements filed with the Securities & Exchange Commission on October 14, 2021 )

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 14, 2019)

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 14, 2019)

Specimen Right Certificate (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 17, 2019)

Warrant Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 17, 2019)

Rights Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Form of Unit Purchase Option between the Registrant and Maxim Group LLC (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Letter Agreements by and between the Registrant and each of the initial shareholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Investment Management Trust Account Agreement, dated May 14, 2019, by and between Continental and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Amendment No.1 to the Investment Management Trust Account Agreement, dated February 5, 2021, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Annex A to the Definitive Proxy Statements filed with the Securities & Exchange Commission on January 20, 2021)

Stock Escrow Agreement, dated May 14, 2019, among the Registrant, Continental, and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Registration Rights Agreement, dated May 14, 2019, among the Registrant, Continental and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on May 17, 2019)

Form of Subscription Agreement among the Registrant, the Initial Shareholders and Maxim Group LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Promissory Note in the principal amount of $460,000 dated May 11, 2020

Promissory Note in the principal amount of $460,000 dated August 12, 2020

Promissory Note in the principal amount of $460,000 dated November 10, 2020

Promissory Note in the principal amount of $594,466.50 dated February 10, 2021

Promissory Note in the principal amount of $594,466.50 dated May 11, 2021

Promissory Note in the principal amount of $594,466.50 dated August 11, 2021

Promissory Note in the principal amount of $546,991.05 dated November 10, 2021

Promissory Note in the principal amount of $546,991.05 dated February 7, 2022

Form of Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on May 14, 2019)

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

The following documents are filed as exhibits

to this annual report, including those exhibits incorporated herein by reference to one of our prior filings under the Securities Act

or the Exchange Act.

Business Combination Agreement, dated November 3, 2021, by and among AGBA Acquisition Limited, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (incorporated by reference to Exhibit 2.1 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Amendment No.

1 to the Business Combination Agreement, dated November 18, 2021 (incorporated by reference to Exhibit 2.2 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Amendment No.

2 to the Business Combination Agreement, dated January 4, 2022 (incorporated by reference to Exhibit 2.3 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Amendment No.

3 to the Business Combination Agreement, dated May 4, 2022 (incorporated by reference to Exhibit 2.4 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Business Combination Agreement Waiver and Amendment, dated October 21, 2022 (incorporated by reference to Exhibit 2.5 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Fifth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Form of Ordinary Share certificate (incorporated by reference to Exhibit 4.1 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Form of Warrant (incorporated by reference to Exhibit 4.2 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Description of Registrant’s Securities

Warrant Agreement dated May 14, 2019, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.5 to AGBA’s 8-K filed with the SEC on May 17, 2019)

Share Award Scheme (incorporated by reference to Exhibit 10.2 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Letter of Appointment and Transfer (Ng Wing Fai) (incorporated by reference to Exhibit 10.3 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Letter of Appointment and Transfer (Wong Suet Fai Almond) (incorporated by reference to Exhibit 10.4 to AGBA’s 8-K filed with the SEC on November 18, 2022)

Subsidiaries of the Registrant

Consent of WWC, P.C.

Consent of Friedman LLP

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Inline XBRL Instance Document.

5 unchanged sentences

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Previously filed.

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

AGBA ACQUISITION

March 14, 2022

Chief Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Gordon Lee

Chief Executive Officer

March 14, 2022

(Principal executive officer) and Director

Chief Financial Officer

March 14, 2022

(Principal financial and accounting officer) and Director

/s/ Thomas Ng

March 14, 2022

/s/ Brian Chan

March 14, 2022

ACQUISITION LIMITED

TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Number ID:

Consolidated Balance Sheets F-3

Consolidated Statements of Operations and Comprehensive Loss F-4

Consolidated Statements of Changes in Shareholders’ Deficit F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7 – F-26

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

AGBA Acquisition Limited

FORM 10-K SUMMARY

Pursuant to the requirements

of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

AGBA GROUP HOLDING LIMITED

April 3, 2023

/s/ Wing Fai NG

Group Chief Executive Officer

(Principal Executive Officer)

AGBA GROUP HOLDING LIMITED

April 3, 2023

/s/ Shu Pei Huang, Desmond

Shu Pei Huang, Desmond

Acting Group Chief Financial Officer

(Principal Accounting and Financial Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

Executive Officer (Principal executive officer) and Executive Director

April 3, 2023

/s/ Wong Suet

April 3, 2023

Wong Suet Fai, Almond

April 3, 2023

Independent Director

April 3, 2023

Independent Director

April 3, 2023

Felix Yun Pun Wong

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Shareholders of

AGBA Group Holding Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of AGBA Acquisition Limited (the “Company”) as of December 31, 2021 and 2020, and the related consolidated

statements of operations and comprehensive loss, changes in shareholders’ deficit, and cash flows for each of the years in the two-year

period ended December 31, 2021 and related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December

31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31,

balance sheet of AGBA Group Holding Limited and subsidiaries (collectively the “Company”) as of December 31, 2022, and the

related consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ equity, and cash flows for

the year ended December 31, 2022, the related notes, and financial statement schedule (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31,

2022, in conformity with accounting principles generally accepted in the United States of America.

Restatement of Previously Issued Financial

As discussed in Note 2, the accompanying consolidated

financial statements as of December 31, 2020 and for the year ended December 31, 2020 have been restated.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company’s

business plan is dependent on the completion of a business combination and the Company’s cash and working capital as of December

31, 2021 are not sufficient to complete its planned activities for a reasonable period of time, which is considered to be one year from

the issuance date of the financial statements.

These conditions raise substantial doubt about the Company’s ability to continue

Emphasis of Matter – Reverse Recapitalization

As discussed in Note 4, the Company entered into a

reverse recapitalization transaction whereby the Company merged with TAG International Limited (formerly known as OnePlatform Holdings

Limited) and Subsidiaries, and TAG Asia Capital Holdings Limited and Subsidiaries (“TIL&TAG”).

As the basis of the presentation

of the consolidated financial statements as of December 31, 2022 and 2021 and for the years then ended that necessitate the application

of retrospective adjustments reflecting the transaction to the first period presented, our audit included performing audit procedures

on the adjustments.

We believe our procedure provide evidence for us to conclude that management has properly applied the adjustments.

We were not engaged to audit the combined financial statements of TIL&TAG as of December 31, 2021 for the year then ended;

financial statements of TIL&TAG were audited by another registered public accounting firm, and that registered public accounting firm

expressed an unqualified opinion with an explanatory paragraph indicating that there was substantial doubt that TIL&TAG would continue

as going concern.

Emphasis of Matter – Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As described in Note 3 to the consolidated financial statements,

the Company has incurred substantial net loss and had net cash outflows from operating activities during the year ended December 31, 2022

and reported accumulated deficit as at December 31, 2022.

These circumstances give rise to substantial doubt that the Company will continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Management’s plans in regards to these matters are also described in Note 3 to the consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result from the outcome of this doubt and uncertainty.

Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that

respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated

financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis

for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

We have served as the Company’s auditor since 2022.

San Mateo, California

April 3, 2023

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders and Board of Directors and of

AGBA Group Holding Limited

Opinion on the Financial Statements

We have audited, before the effects of the reverse

recapitalization described in Note 4, the accompanying consolidated balance sheet of AGBA Group Holding Limited (previously the combined

balance sheet of OnePlatform Holdings Limited and Subsidiaries and TAG Asia Capital Holdings Limited and Subsidiaries) (the “Company”)

as of December 31, 2021, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’

equity (deficit) and cash flows for the year ended December 31, 2021 and the related notes (collectively referred to as the

“2021 financial statements”) (the combined financial statements before the effects of the reverse recapitalization as described

in Note 4 are not presented herein).

In our opinion, the 2021 financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31,

2021, in conformity with accounting principles generally accepted in the United States of America.

We were not engaged to audit, review or apply

any procedures to the adjustments to retroactively apply the effects of the reverse recapitalization described in Note 4, accordingly,

we do not express an opinion or any other form of assurance about whether such adjustments are appropriate and have been properly applied.

Those adjustments were audited by another registered public accounting firm.

Explanatory Paragraph — Going

The accompanying 2021 financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the 2021 financial statements, the

Company does not have sufficient working capital at December 31, 2021, which raises substantial doubt about the Company’s ability

to continue as a going concern.

Management’s plans regarding this matter are also described in Note 3.

The 2021 financial statements

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

Basis for Opinion

These 2021 financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

Our responsibility is to express an opinion on the Company’s 2021 financial statements based

on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

4 unchanged sentences

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform an audit of its internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

2021 financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

5 unchanged sentences

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the 2021 financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the 2021 financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Friedman LLP

We have served as the Company’s auditor

New York , New York

March 14, 2022

ACQUISITION LIMITED

We served as the Company’s auditor

from 2021 through 2022.

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

BALANCE SHEETS

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

(Currency expressed

in United States Dollars (“US$”))

As of December 31,

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Accounts receivable, net, related parties

Loans receivables, net

Earnest deposit, the shareholder

Consideration receivable

Income tax recoverable

Deposit, prepayments, and other receivables

Total current assets

Cash and investments held in trust account

LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

Non-current assets:

Loans receivables, net

Property and equipment, net

Long-term investments, net

Total non-current assets

$ 101,221,333

$ 122,510,300

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accrued liabilities

Notes payable

Amount due to related party

Accounts payable and accrued liabilities

Escrow liabilities

Amount due to shareholder

Forward share purchase liability

Income tax payable and provision

Total current liabilities

Long-term liabilities:

Warrant liabilities

Deferred underwriting compensation

Deferred tax liabilities

Total long-term liabilities

TOTAL LIABILITIES

Commitments and contingencies

Ordinary shares, subject to possible redemption:

3,646,607 and 4,600,000 shares (at redemption value of $ 11.09 and $ 10.00 per share)

Shareholders’ deficit:

Commitments and contingencies (Note 21)

Shareholders’ equity:

Ordinary shares, $ 0.001 par value;

100,000,000 shares authorized;

1,375,000 shares issued and outstanding (excluding 3,646,607 and 4,600,000 shares subject to possible redemption)

Accumulated other comprehensive income

Accumulated deficit

200,000,000 shares authorized, 58,376,985 and 53,835,000 shares issued and outstanding as of December 31, 2022 and 2021, respectively (1)

Ordinary shares to be issued

Additional paid-in capital

Receivable from the shareholder

( 29,562,195 )

Accumulated other comprehensive loss

(Accumulated deficit) retained earnings

( 39,395,133 )

Total shareholders’ deficit

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 101,221,333

$ 122,510,300

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

See accompanying notes to these consolidated financial

AGBA ACQUISITION LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Formation, general and administrative expenses

(1) Retroactively restated for the reverse recapitalization as

described in Note 4.

See accompanying

notes to the consolidated financial statements.

AGBA GROUP HOLDING LIMITED

(Formerly known

as AGBA Acquisition Limited)

STATEMENTS OF OPERATIONS

AND COMPREHENSIVE

(LOSS) INCOME

(Currency expressed

in United States Dollars (“US$”))

Years ended December

Interest income:

interest income

Non-interest income:

non-interest income

revenues from others

Non-interest income:

revenues from related parties

Operating cost and expenses:

Interest expense

Commission expense

( 18,823,458 )

( 3,866,251 )

Total operating expenses

Other income (loss):

Change in fair value of warrant liabilities

Dividend income

Foreign exchange gain

Interest income

Total other income (loss)

Loss before income taxes

Sales and marketing expense

( 11,141,672 )

Other comprehensive loss:

Change in unrealized loss on available for sale securities

COMPREHENSIVE LOSS

Technology expense

( 1,209,035 )

Personnel and benefit expense

( 21,928,504 )

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

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

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

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

See accompanying notes to these consolidated financial

ACQUISITION LIMITED

STATEMENTS OF CHANGES IN SHAREHOLDERS’DEFICIT

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

( 9,152,522 )

Other g eneral

and administrative expenses

( 6,188,011 )

( 5,793,160 )

operating cost and expenses

( 59,431,324 )

( 19,915,726 )

from operations

( 28,351,097 )

( 8,447,123 )

Other income (expense):

Bank interest income

Interest income, related

Foreign exchange loss,

( 2,643,261 )

Loss on equity method investment

( 1,596,555 )

Investment (loss) income,

( 8,937,431 )

Change in fair value of

warrant liabilities

Change in fair value of

forward share purchase liability

( 5,392,293 )

Rental income

other (expense) income, net

( 16,044,933 )

income before income taxes

( 44,396,030 )

( 23,505,445 )

(LOSS) INCOME

$ ( 44,520,635 )

Other comprehensive loss:

currency translation adjustment

COMPREHENSIVE

(LOSS) INCOME

$ ( 44,726,112 )

Weighted average number

of ordinary shares outstanding (1)

Net (loss) income per ordinary

(1) Retroactively restated for the reverse recapitalization as

described in Note 4.

See accompanying

notes to the consolidated financial statements.

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Currency expressed

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

Ordinary shares

shareholders’

Ordinary shares to be

Receivable from the

comprehensive

Balance as of January 1, 2020 (restated)

(Accumulated deficit)

shareholders’

Balance as of

January 1, 2021

$ ( 44,338,021 )

$ ( 5,362,155 )

Realized holding loss on available-for-sale securities

Unrealized holding gain on available-for-sale securities

Net loss for the year

Balance as of December 31, 2020 (restated)

Advances to the shareholder

( 29,562,195 )

Accretion of carrying value to redemption value

Net income for the year

currency translation adjustment

Balance as of December 31,

$ ( 29,562,195 )

$ ( 179,461 )

Realized holding loss on available-for-sale securities

Unrealized holding gain on available-for-sale securities

Automatic conversion of public

and private rights into ordinary shares (Note 14)

Issuance of ordinary shares

to settle payables (Note 14)

Issuance of ordinary shares

to settle finder fee (Note 14)

Transaction costs in related

to Business Combination (Note 14)

( 8,308,754 )

Shares and warrants from

reverse recapitalization with AGBA Acquisition Limited, net of redemption (Note 4)

Special dividend to the shareholder

( 47,000,000 )

( 17,437,805 )

Share-based compensation

Initial measurement of forward

share purchase liability

( 8,099,313 )

Forgiveness of amount due

to shareholder

Net loss for the year

Balance as of December 31, 2021

( 44,520,635 )

See accompanying notes to these consolidated financial

ACQUISITION LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

Cash flow from operating activities

currency translation adjustment

as of December 31, 2022

$ ( 384,938 )

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

$ ( 39,395,133 )

See accompanying

notes to the consolidated financial statements.

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

STATEMENTS OF CASH FLOWS

(Currency expressed

in United States Dollars (“US$”))

Years ended December 31,

Cash flows from operating activities:

Net (loss) income

$ ( 44,520,635 )

Adjustments to reconcile net (loss) income to net cash used in operating activities

Share-based compensation expense

Depreciation of property and equipment

Loss on disposal of property and equipment

Accreted interest

Provision for legal contingency loss

Foreign exchange loss, net

Investment loss (income), net

( 130,255,232 )

Loss on equity method investment

Change in fair value of warrant liabilities

Interest income earned in cash and investments held in trust account

Change in fair value of forward share purchase liability

Change in operating assets and liabilities:

Decrease (increase) in prepayments

(Decrease) increase in accrued liabilities

Accounts receivable

( 1,947,089 )

Loans receivable

Deposits, prepayments, and other receivables

( 1,979,015 )

Accounts payable and accrued liabilities

Escrow liabilities

( 4,998,181 )

( 9,800,663 )

Income tax payable

Net cash used in operating activities

( 19,304,399 )

( 2,154,059 )

Cash flows from investing activities:

Cash withdrawn from Trust Account to pay redeeming shareholders

Net cash provided by investing activities

Proceeds from sale of investments

Payment of earnest deposit, the shareholder

( 7,182,131 )

Addition in long-term investments, related party

( 16,228,690 )

Addition in long-term investments

( 2,904,522 )

Proceeds from redemption of corporate bonds, related party

Dividend received from long-term investments

Purchase of property and equipment

Net cash (used in) provided by investing activities

( 14,188,835 )

Cash flows from financing activities:

Advances from a related party

Redemption of ordinary shares

Advances from (repayment to) the shareholder

( 163,798,115 )

Proceeds from borrowings

Dividend paid to the shareholder

( 17,437,805 )

Cash proceeds from reverse recapitalization, net of redemption

Repayment of bank borrowings

Net cash provided by (used in) financing activities

( 163,871,706 )

NET CHANGE IN CASH

Cash, beginning of year

Cash, end of year

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Change in unrealized loss in Trust Account

Accretion of carrying value to redemption value

Effect on exchange rate change on cash, cash equivalents and restricted cash

Net change in cash, cash equivalent and restricted cash

( 21,787,335 )

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

See accompanying notes to these consolidated financial

BEGINNING OF YEAR

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash received from income tax recoverable

Cash paid for income taxes

Cash paid for interest

Reconciliation to amounts on consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Purchase of property and equipment, through earnest deposit

Special dividend to the shareholder offset with amount due from the shareholder

Issuance of ordinary shares to settle payables

Transaction costs in related to Business Combination

Forgiveness of amount due to shareholder

Liability assumed related to forward share purchase agreement

See accompanying

notes to the consolidated financial statements.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

TO CONSOLIDATED FINANCIAL STATEMENTS

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

1 – ORGANIZATION AND BUSINESS BACKGROUND

Acquisition Limited (“AGBA” and the “Company”) is a newly organized blank check company incorporated on October

8, 2018, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction

and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other

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

Although the Company

is not limited to a particular geographic region, the Company intends to focus on operating businesses in the healthcare, education,

entertainment and financial services sectors that have their principal operations in China.

Merger Sub I Limited (“AMSI”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island

for the purpose of effecting the Business Combination.

AMSI is wholly owned by AGBA.

Merger Sub II Limited (“AMSII”) is a company incorporated on November 26, 2021, under the laws of the British Virgin Island

for the purpose of effecting the Business Combination.

AMSII is wholly owned by AGBA.

of Presentation

Company’s entire activity from inception up to May 14, 2019 was in preparation for the initial public offering.

Since the initial

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

The Company has

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

accompanying consolidated financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

－ BUSINESS OVERVIEW AND BASIS OF PRESENTATION

AGBA Group Holding Limited (“AGBA”

or the “Company”) (formerly known as AGBA Acquisition Limited), is incorporated on October 8, 2018 in British Virgin Islands.

On November 14, 2022, the Company changed its name from “AGBA Acquisition Limited” to “AGBA Group Holding Limited”.

The Company, through its subsidiaries, is operating a wealth and health oneplatform, offering a wide range of financial service and products,

covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, lending, and real estate in overseas.

is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare

investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health,

insurance, investments and social sharing.

On November 14, 2022 (“Closing Date”),

AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International

Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (“TAG”) completed the

business combination transaction and AGBA became the 100 % beneficial owner of all of the issued and outstanding shares and other equity

interest of TAG International Limited and TAG Asia Capital Holdings Limited.

The transaction was accounted for as a “reverse recapitalization”

and AGBA was treated as the “acquired” company for accounting purposes (see Note 4).

Certain prior year amounts have been reclassified

for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

The accompanying consolidated financial statements

reflect the activities of AGBA and each of the subsidiaries as of December 31, 2022 and 2021:

TAG International Limited (“TIL”)

● British Virgin Islands company

● Incorporated on October 25, 2021

● Issued and outstanding 1 ordinary share at $1 par value

● Investment holding

100% owned by AGBA

TAG Asset Partners Limited (“TAP”)

● British Virgin Islands company

● Incorporated on October 25, 2021

● Issued and outstanding 1 ordinary share at $1 par value

● Investment holding

100% owned by TIL

OnePlatform International Limited (“OIL”) (amalgamated with OnePlatform Holdings Limited on August 11, 2022)

● Hong Kong company

● Incorporated on November 2, 2021

● Issued and outstanding 100 ordinary shares for HK$100 ($13)

● Investment holding

100% owned by TAP

TAG Asia Capital Holdings Limited (“TAC”) (formerly known as Convoy Capital Holdings Limited)

● British Virgin Islands company

● Incorporated on October 26, 2015

● Issued and outstanding 1 ordinary share at $1 par value

● Investment holding

100% owned by AGBA

OnePlatform Wealth Management Limited (“OWM”) (formerly known as GET Mdream Wealth Management Limited)

● Hong Kong company

● Incorporated on February 5, 2003

● Issued and outstanding 240,764,705 ordinary shares for HK$120,851,790 ($15,493,819)

● Provision of insurance and mandatory provident fund schemes brokerage services

99.89% owned by OIL

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

OnePlatform International Property Limited (“OIP”) (formerly known as Convoy International Property Consulting Limited)

● Hong Kong company

● Incorporated on May 21, 2014

● Issued and outstanding 30,001,200 ordinary shares for HK$30,001,200 ($3,846,308)

● Provision of overseas real estate brokerage services

100% owned by OIL

OnePlatform Asset Management Limited (“OAM”) (formerly known as Convoy Asset Management Limited)

● Hong Kong company

● Incorporated on November 24, 1999

● Issued and outstanding 264,160,000 ordinary shares for HK$272,000,000 ($34,871,795)

● Licensed by the Securities and Futures Commission of Hong Kong

● Provision of investment advisory, funds dealing, introducing broker, and asset management services

100% owned by OIL

Kerberos (Nominee) Limited (“KNL”)

● Hong Kong company

● Incorporated on April 20, 2007

● Issued and outstanding 1 ordinary share for HK$1

● Registered under The Hong Kong Trustee Ordinance

● Provision of escrow services

100% owned by OAM

Maxthree Limited (“Maxthree”)

● British Virgin Islands company

● Incorporated on April 12, 2006

● Issued and outstanding 1 ordinary share at $1 par value

● Investment holding

100% owned by OIL

OnePlatform Credit Limited (formerly known as Artley Finance (HK) Limited) (“OCL”)

● Hong Kong company

● Incorporated on August 6, 1982

● Issued and outstanding 169,107,379 ordinary shares for HK$169,107,379 ($21,680,433)

● Registered under the Hong Kong Money Lenders Ordinance

● Provision of money lending services

100% owned by Maxthree

Hong Kong Credit Corporation Limited (“HKCC”)

● Hong Kong company

● Incorporated on March 16, 1982

● Issued and outstanding 139,007,381 ordinary shares for HK$139,007,381 ($17,821,459)

● Registered under the Hong Kong Money Lenders Ordinance

● Provision of money lending services

100% owned by OCL

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Trendy Reach Holdings Limited (“TRHL”)

● British Virgin Islands company

● Incorporated on October 5, 2015

● Issued and outstanding 1 ordinary share at HK$1

● Investment holding

100% owned by Maxthree

Profit Vision Limited (“PVL”)

● Hong Kong company

● Incorporated on October 9, 2015

● Issued and outstanding 1 ordinary shares for HK$1

● Property investment holding

100% owned by TRHL

TAG Technologies Limited (“TAGTL”) (formerly known as Convoy Technologies Limited)

● British Virgin Islands company

● Incorporated on October 23, 2015

● Issued and outstanding 1 ordinary share at $1 par value

● Investment in financial technology business

100% owned by TAC

AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited) (“AGL”)

● Hong Kong company

● Incorporated on November 28, 2019

● Issued and outstanding 10,000 ordinary shares for HK$10,000 ($1,282)

● Operating as cost center for the Company

100% owned by TAGTL

Tandem Fintech Limited (“TFL”) (formerly known as Hit Fintech Solutions Limited)

● Hong Kong company

● Incorporated on October 6, 2017

● Issued and outstanding 9,000,000 ordinary shares for HK$9,000,000 ($1,153,846)

● Operating an online insurance comparison platform

100% owned by TAC

AGBA Innovation Limited

(“AGBA Innovation”)

(formerly known as OnePlatform FinBiz Solutions Limited)

● Hong Kong company

● Incorporated on February 26, 2016

● Issued and outstanding 1 ordinary share for HK$1

● No operations since inception

100% owned by OIL

FinLiving Limited

● Hong Kong company

● Incorporated on September 14, 2021

● Issued and outstanding 100 ordinary share for HK$100 ($13)

● No operations since inception

100% owned by AGBA Innovation

AGBA and its subsidiaries are hereinafter referred

to as (the “Company”).

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying consolidated financial statements

reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated

financial statements and notes.

● Basis of Presentation

The accompanying consolidated financial statements

are presented in United States dollars (“US$” or “$”) and have been prepared in accordance with accounting principles

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

2 unchanged sentences

Securities and Exchange Commission (the “SEC”).

The registration statement for the Company’s

initial public offering (the “Public Offering” as described in Note 5) was declared effective by the SEC on May 13, 2019.

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

sold to the Sponsor to purchase 225,000 units at $ 10 per unit.

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

The Company incurred

$ 3,373,781 in initial public offering related costs, including $ 2,990,000 of underwriting fees and $ 383,781 of initial public offering

the closing of the Public Offering and the private placement, $ 46,000,000 was placed in a trust account (the “Trust Account”)

with Continental Stock Transfer & Trust Company acting as trustee.

The funds held in the Trust Account can be invested in United

States government treasury bills, bonds or notes, having a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 promulgated under the Investment Company Act until the earlier of (i) the consummation of the Company’s initial

Business Combination and (ii) the Company’s failure to consummate a Business Combination within 36 months from the closing of the

Public Offering.

Placing funds in the Trust Account may not protect those funds from third party claims against the Company.

the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements

with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons

will execute such agreements.

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting

due diligence on prospective acquisitions and continuing general and administrative expenses.

Additionally, the interest earned on the

Trust Account balance may be released to the Company to pay the Company’s tax obligations.

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

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

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

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

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

If the Company is no longer listed

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

The Company currently anticipates structuring a business combination to acquire

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

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

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

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

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

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

If less than 100% of the equity interests

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

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

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

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

law of the British Virgin Islands.

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

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

These provisions cannot be amended

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

ordinary shares attending and voting on such amendment.

The Company’s initial shareholders, who will beneficially own 20.0 % of

ordinary shares upon the closing of this offering (assuming they do not purchase any units in this offering), will participate in any

vote to amend the amended and restated memorandum and articles of association and will have the discretion to vote in any manner they

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

relating to shareholders’ rights twice (once at the February 5, 2021 shareholders’ meeting and then at the November 2, 2021

shareholders’ meeting).

Each time, the Company provided dissenting public shareholders with the opportunity to redeem their public

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

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

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

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

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

not yet paid.

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

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

Liabilities from Equity .” The Company will proceed with a Business Combination only if it will have net tangible assets of

at least $ 5,000,001 upon consummation of the Business Combination and, solely if shareholder approval is sought, a majority of the outstanding

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

connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any

of their respective shares, including the ordinary shares sold to the Initial Shareholders in connection with the organization of the

Company (the “Initial Shares”), common shares included in the Private Units sold in the Private Placement, and any ordinary

shares which were initially issued in connection with the Public Offering, whether acquired in or after the effective date of the Public

Offering, in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the

Trust Account or seek to sell their shares in connection with any tender offer the Company engages in.

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

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

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

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

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

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

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

wholly owned subsidiary of B2BSub.

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

subsidiaries are referred to as the “Group Parties”.

Pursuant to the Business Combination Agreement, OPH will first become

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

Subsequently, (i) a

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

and another to-be-formed, wholly-owned

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

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

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

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

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

Stock Consideration (the “Holdback Shares”).

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

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

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

Shares to satisfy certain indemnification claims during the Survival Period.

and going concern

Company initially had 12 months from the consummation of this offering to consummate the initial business combination.

If the Company

does not complete a business combination within 12 months from the consummation of the Public Offering, the Company will trigger an automatic

winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies

Accordingly, no vote would be required from our shareholders to commence such a voluntary winding up, dissolution and liquidation.

However, the Company may extend the period of time to consummate a business combination eight times (for a total of up to 36 months to

complete a Business Combination).

As of the date of this report, the Company has extended eight times (including three times approved

by shareholders on February 5, 2021 and two times by shareholders on November 2, 2021 by an additional three months each time, and so

it now has until May 16, 2022 to consummate a business combination.

Pursuant to the terms of the current amended and restated memorandum

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

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

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

on or prior to the date of the applicable 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 the Company’s initial business combination,

or, at the lender’s discretion, converted upon consummation of our business combination into additional private units at a price

of $10.00 per unit.

The Company’s shareholders have approved the issuance of the private units upon conversion of such notes, to

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

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

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

In addition, the Company intends to issue a press release the day after the applicable deadline announcing whether or not the

funds had been timely deposited.

If the Company is unable to consummate the Company’s initial business combination by May 16, 2022,

the Company will, as promptly as possible but not more than ten business days thereafter, redeem 100 % of the Company’s outstanding

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

funds held in the trust account and not necessary to pay taxes, and then seek to liquidate and dissolve.

However, the Company may not

be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Company’s

public shareholders.

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

the Company may not be able to obtain additional financing.

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

to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending

the pursuit of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will

be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability

to continue as a going concern if a Business Combination is not consummated by May 16, 2022.

These consolidated financial statements

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

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

2 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

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

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

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

(the “SEC Statement”).

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

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

in the warrant agreement governing the Company’s warrants.

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

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

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

The Company previously accounted for the Private Warrants

as components of equity.

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

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

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

As the Private Warrants

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

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

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

addition, in preparation of the Company’s financial statements as of and for the years ended December 31, 2020 and 2019, the Company

concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption in temporary equity.

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

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

subject to redemption to be classified outside of permanent equity.

The Company had previously classified a portion of its ordinary shares

in permanent equity.

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

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

The Company considered

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

As previously disclosed on a Form 8-K filed on December 13, 2021, the Company restated its previously filed financial statements

to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the

time of its Initial Public Offering and in accordance with ASC 480.

The change in the carrying value of redeemable shares of ordinary

shares resulted in charges against accumulated deficit.

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

#1 refer to reclassification of private warrants from temporary equity component to warrant liabilities.

#2 refer to reclassification of all public shares to temporary equity.

Adjustments #1

Adjustments #2

Balance sheet as of December 31, 2020

Warrant liabilities

Deferred underwriting compensation

Total liabilities

Ordinary shares subject to possible redemption

Ordinary shares

Additional paid-in capital

( 4,830,168 )

Retained earnings (accumulated deficit)

$ ( 1,650,055 )

$ ( 1,492,525 )

Adjustments #1

Adjustments #2

Statement of operations for the year ended December 31, 2020

Change in fair value of warrant liabilities

Net (loss) income

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

Basic and diluted net loss per share, ordinary share subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares

Basic and diluted net (loss) income per share, non-redeemable ordinary shares

Adjustments #1

Adjustments #2

Statement of cash flows for the year ended December 31, 2020

Change in fair value of warrant liabilities

Net (loss) income

Change in value of shares subject to redemption

Statement of changes in shareholders’ deficit for the year ended December 31, 2020

Ordinary shares subject to possible redemption – ordinary shares – no.

Ordinary shares subject to possible redemption – ordinary shares – amount

Ordinary shares subject to possible redemption– additional paid-in capital

Ordinary shares subject to possible redemption – total shareholder’s equity

Net income (loss) – accumulated deficit

Net income (loss) – total shareholder’s deficit

$ ( 167,426 )

3 – SIGNIFICANT ACCOUNTING POLICIES

of presentation

accompanying consolidated financial statements have been prepared in U.S.

Dollars in conformity with generally accepted accounting principles

GAAP or interim financial information pursuant to the rules and regulations of the SEC.

In the opinion of management, all

adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position,

and the results of its operations and its cash flows.

of consolidation

consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant intercompany

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

are those entities in which the Company, directly or indirectly, controls more than one half of the voting power;

or has the power to

govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a

majority of votes at the meeting of directors.

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

AGBA Merger Sub I Limited (“AMSI”)

A British Island company Incorporated on November 26, 2021

100% Owned by AGBA

AGBA Merger Sub II Limited (“AMSII”)

A British Island company Incorporated on November 26, 2021

100% Owned by AGBA

growth company

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

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

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

being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley

Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from

the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

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

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

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

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

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

The Company has elected not to opt out of

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

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

adopt the new or revised standard.

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

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

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

● Use of estimates

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Business Combination was accounted for as

a reverse recapitalization in accordance with U.S.

GAAP (the “Reverse Recapitalization”).

Under this method of accounting,

AGBA is treated as the “acquired” company and both of TIL and TAC are treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of TIL and TAC issuing stock for the

net assets of AGBA, accompanied by a recapitalization.

The net assets of AGBA are stated at historical cost, with no goodwill or other

intangible assets recorded.

Both of TIL and TAC were determined to be the accounting acquirer based on the following predominant factors:

● TIL and TAC’s shareholders have a majority of voting

rights in the Company;

● the Board and senior management are primarily composed of

individuals associated with TIL and TAC;

● the operations of TIL and TAC comprise the ongoing operations

of the Company.

The consolidated assets, liabilities and results

of operations prior to the Reverse Recapitalization are those of TIL and TAC.

On the Closing Date, and subject to the terms and conditions

of the Business Combination Agreement, AGBA became, through an acquisition merger, 100 % owner of the issued and outstanding shares of

each TIL and TAC, in exchange for 55,500,000 AGBA Shares.

The shares and corresponding capital amounts and losses per share, prior to

the Business Combination, have been retroactively restated in the consolidated financial statements.

● Principles of Consolidation

The accompanying consolidated financial statements

include the financial statements of AGBA and its subsidiaries.

A subsidiary is an entity (including a structured entity), directly or

indirectly, controlled by the Company.

The financial statements of the subsidiaries are prepared for the same reporting period as the

Company, using consistent accounting policies.

All intercompany transactions and balances between AGBA and its subsidiaries are eliminated

upon consolidation.

● Emerging Growth Company

The Company is an “emerging growth company,”

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

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

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

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

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

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

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

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

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

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

The JOBS Act provides that a company

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

any such election to opt out is irrevocable.

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

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

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

This may make

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

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

differences in accounting standards used.

● Use of Estimates and Assumptions

The preparation of consolidated financial statements

in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

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

and expenses during the reporting period.

Actual results could differ from those estimates.

in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts

of revenues and expenses during the years presented.

Significant accounting estimates reflected in the Company’s consolidated financial

statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, share-based compensation, warrant liabilities, forward share purchase liability, provision for contingent liabilities, revenue recognition,

income tax provision, deferred taxes and uncertain tax position, and allocation of expenses from the shareholder.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The inputs into the management’s judgments

and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates.

results could differ from these estimates.

● Foreign Currency Translation and Transaction

Transactions denominated in currencies other

than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the statements of

The reporting currency of the Company is US$

and the accompanying consolidated financial statements have been expressed in US$.

In addition, the Company and subsidiaries are operating

in Hong Kong maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a functional currency

as being the primary currency of the economic environment in which their operations are conducted.

In general, for consolidation purposes,

assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830-30, Translation of

Financial Statement , using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing

during the year.

The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate

component of accumulated other comprehensive loss within the statements of changes in shareholders’ equity.

Translation of amounts from HK$ into US$ has

been made at the following exchange rates for the years ended December 31, 2022 and 2021:

Year-end HK$:US$ exchange rate

Annual average HK$:US$ exchange rate

● Cash and Cash Equivalents

The Company considers all short-term investments

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

The Company did not have any cash equivalents

as of December 31, 2021 or 2020.

● Cash and investments held in trust account

At December 31, 2021 and 2020, the assets held

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

The Company classified investments that are directly

invested in U.S.

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

All marketable

securities are recorded at their estimated fair value.

Unrealized gains and losses for available-for-sale securities are recorded in other

comprehensive loss.

The Company evaluates its investments to assess whether those with unrealized loss positions are other than temporarily

Impairments are considered other than temporary if they are related to deterioration in credit risk or if it is likely the Company

will sell the securities before the recovery of the cost basis.

Realized gains and losses and declines in value determined to be other

than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated

statements of operations and comprehensive loss.

● Warrant liabilities

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

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

Accordingly, the Company classifies the Private

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

This liability

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

consolidated statement of operations.

The Private Warrants are valued using a Black Scholes model.

● Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject

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

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

Conditionally

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

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

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

The Company’s ordinary shares feature

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

Accordingly, at and December 31, 2021 and 2020, 3,646,607 and 4,600,000 ordinary shares subject to possible redemption, respectively,

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

The Company has made a policy election in accordance

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

period after the IPO was the redemption date.

● Fair value of financial instruments

The fair value of the Company’s assets and

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

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

The fair value hierarchy is categorized into three

levels based on the inputs as follows:

Valuations based on unadjusted

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

Valuation adjustments

and block discounts are not being applied.

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

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

Valuations based on (i) quoted

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

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

by market through correlation or other means.

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

The fair value of the Company’s certain

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

approximates the carrying amounts represented in the consolidated balance sheet.

The fair values of cash and cash equivalents, and other

current assets, accrued expenses, due to sponsor are estimated to approximate the carrying values as of December 31, 2021 and 2020 due

to the short maturities of such instruments.

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and 2020, and

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

Quoted Prices

Significant Other Observable Inputs

Significant Other Unobservable

Treasury Securities held in Trust Account*

Cash and cash equivalents consist primarily of

cash in readily available checking and saving accounts.

They consist of highly liquid investments that are readily convertible to cash

and that mature within three months or less from the date of purchase.

The carrying amounts approximate fair value due to the short maturities

of these instruments.

The Company maintains most of its bank accounts in Hong Kong.

● Restricted Cash

Restricted cash consist of funds held in escrow

accounts reflecting (i) the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive

interest of the Company’s customers and (ii) the full obligation to an investor in connection with the Meteora Backstop Agreement

(see Note 4).

The Company restricts the use of the assets underlying

the funds held in escrow to meet with regulatory or contractual requirements and classifies the assets as current based on their purpose

and availability to fulfill its direct obligation under current liabilities.

● Accounts Receivable, net

Accounts receivable include trade accounts due

from customers in insurance brokerage and asset management businesses.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Accounts receivable are recorded at the invoiced

amount and do not bear interest, which are due within contractual payment terms.

The normal settlement terms of accounts receivable from

insurance companies in the provision of brokerage agency services are within 30 days upon the execution of the insurance policies.

terms with the products providers of investment, unit and mutual funds and asset portfolio are mainly 90 days or a credit period mutually

agreed between the contracting parties.

The Company seeks to maintain strict control over its outstanding receivables to minimize credit

Overdue balances are reviewed regularly by senior management.

Management reviews its receivables on a regular basis to determine

if the bad debt allowance is adequate and provides allowance when necessary.

The allowance is based on management’s best estimates

of specific losses on individual customer exposures, as well as the historical trends of collections.

Account balances are charged off

against the allowance or direct written-off after all means of collection have been exhausted and the likelihood of collection is not

The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if

The Company does not hold any collateral or other

credit enhancements overs its accounts receivable balances.

● Loans Receivable, net

Loans receivables are carried at unpaid principal

balances, less the allowance for loan losses and charge-offs.

The loans receivables portfolio consists of real estate mortgage loans

and personal loans.

Loans are placed on nonaccrual status when they

are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable.

a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income.

Payments received on

a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending

on an assessment of the ability to collect the loan.

A nonaccrual loan may be restored to accrual status when principal and interest

payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally

If the Company determines that a loan is impaired,

the Company next determines the amount of the impairment.

The amount of impairment on collateral dependent loans is charged off within

the given fiscal quarter.

Generally the amount of the loan and negative escrow in excess of the appraised value less estimated selling

costs, for the fair value of collateral valuation method, is charged off.

For all other loans, impairment is measured as described below

in Allowance for Loan Losses.

● Allowance for Loan Losses (“ALL”)

The adequacy of the Company’s ALL is determined,

in accordance with ASC Topic 450-20 Loss Contingencies includes management’s review of the Company’s loan portfolio,

including the identification and review of individual problem situations that may affect a borrower’s ability to repay.

management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value

of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations,

an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.

The ALL reflects management’s evaluation

of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio.

There is significant

judgment applied in estimating the ALL.

These assumptions and estimates are susceptible to significant changes based on the current environment.

Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALL even though there

may not be a decline in credit quality or an increase in potential problem loans.

● Long-Term Investments, net

The Company invests in debt securities, equity

securities with readily determinable fair values, equity securities that do not have readily determinable fair values, and equity method

Investment in debt securities consist of corporate

bonds issued by the Company’s shareholder.

Debt securities are classified as held-to-maturity and carried at cost, adjusted for

the amortization of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity.

premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Equity securities with readily determinable fair

values are carried at fair value with any unrealized gains or losses reported in earnings.

Equity securities that do not have readily determinable

fair values mainly consist of investments in privately-held companies.

They are accounted for, at cost, less any impairment, plus or

minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

Investments in an entity in which the ownership

is greater than 20 % but less than 50 %, or where other facts and circumstances indicate that the Company has the ability to exercise significant

influence over the operating and financing policies of an entity, are accounted for using the equity method in accordance with ASC Topic

Investments – Equity Method and Joint Ventures .

Equity method investments are recorded initially at cost and adjusted

subsequently to recognize the share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when

events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

At each reporting period, the Company makes a

qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

● Property and Equipment, net

Property and equipment are stated at cost less

accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on the straight-line basis over the following

expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Expected useful life

Land and building

Shorter of 50 years or lease term

Furniture, fixtures and equipment

Computer equipment

Motor vehicle

Expenditures for maintenance and repairs are

charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are

When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting

gain or loss is recognized in the results of operations.

● Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic

360, Impairment or Disposal of Long-Lived Assets , all long-lived assets such as property and equipment owned and held by the Company

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future

undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized

is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

No impairment losses were

recognized for the years ended December 31, 2022 and 2021.

● Accounts Payable

Accounts payable represent commission payable

to the Company’s financial advisors for the sale of investment funds, investment products, or insurance products.

amount approximates fair value because of the short-term maturity.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Borrowings are initially recognized at fair value

and repayable in the next twelve months.

Subsequently, they are measured at amortized cost.

Interest expense is recognized on a fixed

interest rate on the consolidated statements of operations.

● Warrant Liabilities

Quoted Prices

Significant Other Observable Inputs

Significant Other Unobservable

Treasury Securities held in Trust Account*

Warrant liabilities (restated)

* included in cash and investments

held in trust account on the Company’s consolidated balance sheets.

● Concentration of credit risk

Financial instruments that potentially subject

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

Federal depository insurance coverage of $ 250,000 .

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

Company is not exposed to significant risks on such accounts.

The Company accounts

for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms

and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC

Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified

warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at

the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

Company accounts for its Public Warrants as equity and the Private Warrants as liabilities.

● Revenue Recognition

The Company receives certain portion of its non-interest

income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

ASC Topic 606 provided the following overview

of how revenue is recognized from the Company’s contracts with customers:

The Company recognizes revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in

exchange for those goods or services.

Identify the contract(s) with a customer.

Identify the performance obligations

in the contract.

Determine the transaction price –

The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring

promised goods or services to a customer.

Allocate the transaction price to the

performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on

the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Recognize revenue when (or as) the entity

satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring

a promised good or service to a customer (which is when the customer obtains control of that good or service).

The amount of revenue

recognized is the amount allocated to the satisfied performance obligation.

A performance obligation may be satisfied at a point in time

(typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Certain portion of the Company’s income

is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its

customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

The Company’s

revenue recognition policies are in compliance with ASC 606, as follows:

The Company earns commissions from the sale of

investment products to customers.

The Company enters into commission agreements with customers which specify the key terms and conditions

of the arrangement.

Commissions are separately negotiated for each transaction and generally do not include rights of return, credits

or discounts, rebates, price protection or other similar privileges, and typically paid on or shortly after the transaction is completed.

Upon the purchase of an investment product, the Company earns a commission from customers, calculated as a fixed percentage of the investment

products acquired by its customers.

The Company defines the “purchase of an investment product” for its revenue recognition

purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider

and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the

investment products.

After the contract is established, there are no significant judgments made when determining the commission price.

Therefore, commissions are recorded at point in time when the investment product is purchased.

The Company also facilitates the arrangement between

insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated in the form

of commission from the respective insurance providers.

The Company primarily facilitates the placement of life, general and MPF insurance

The Company determines that insurance providers are the customers.

The Company primarily earns commission income

arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance

obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect

to such policies.

The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract

which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company.

The commission

earned is equal to a percentage of the premium paid to the insurance provider.

Commission from renewed policies is variable consideration

and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer

renews the policy).

In accordance with ASC 606, Revenue Recognition:

Principal Agent Considerations , the Company evaluates the terms in the agreements with its channels and independent contractors to

determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively.

The determination

of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring

Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through

the Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers are recorded on a

gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the statements of operations.

The Company also offers the sale solicitation

of real estate property to the final customers and is compensated in the form of commissions from the corresponding property developers

pursuant to the service contracts.

Commission income is recognized at a point of time upon the sale contracts of real estate property

is signed and executed.

The Company provides asset management services

to investment funds or investment product providers in exchange for recurring service fees.

Recurring service fees are determined based

on the types of investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment

of the investment products, calculated daily.

These customer contracts require the Company to provide investment management services,

which represents a performance obligation that the Company satisfies over time.

After the contract is established, there are no significant

judgments made when determining the transaction price.

As the Company provides these services throughout the contract term, for the method

of calculating recurring service fees, revenue is calculated on a daily basis over the contract term, quarterly billed and recognized.

Recurring service agreements do not include rights of return, credits or discounts, rebates, price protection, performance component

or other similar privileges and the circumstances under which the fixed percentage fees, before determined, could be not subject to clawback.

Payment of recurring service fees are normally on a regular basis (typically monthly or quarterly).

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company offers money lending services from

loan origination in form of mortgage and personal loans.

Interest income is recognized monthly in accordance with their contractual terms

and recorded as interest income in the consolidated statement of operations.

The Company does not charge prepayment penalties from its

Interest income on mortgage and personal loans is recognized as it accrued using the effective interest method.

interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes doubtful or the account

becomes 180 days delinquent.

Disaggregation

The Company has disaggregated its revenue from

contracts with customers into categories based on the nature of the revenue.

The following table presents the revenue streams by segments,

with the presentation of revenue categories presented on the consolidated statements of operations for the years, as indicated:

For the year ended December 31, 2022

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:

Non-interest income:

Recurring service fees

For the year ended December 30, 2021

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:

Non-interest income:

Recurring service fees

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

● Rental Income

Rental income represents monthly rental received from the Company’s

The Company recognizes rental income on a straight-line basis over the lease term in accordance with the lease agreement.

● Cost Allocation

Cost allocation

includes allocation of certain general and administrative, sales and marketing expenses and other operating costs paid by the shareholder.

General and administrative expenses consist primarily of payroll and related expenses of senior management and the Company’s employees,

shared management expenses, including accounting, consulting, legal support services, rent, and other expenses to provide operating support

to the related businesses.

Allocated sales and marketing expense was mainly marketing expenses.

These allocations are made using a proportional

cost allocation method by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services

attributable to the Company.

● Sales and marketing

and marketing expenses include the costs of advertising, promotions, seminars, and other programs.

In accordance with ASC Topic 720-35,

Advertising Costs , advertising costs are expensed as incurred.

● Comprehensive (Loss) Income

ASC Topic 220, Comprehensive Income , establishes

standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive (loss) income as

defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive (loss) income, as presented

in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses

on foreign currency translation.

This comprehensive (loss) income is not included in the computation of income tax expense or benefit.

● Income Taxes

The Company complies with the accounting and reporting

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

and reporting for income taxes.

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

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

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

Valuation allowances are established, when necessary,

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

ASC Topic 740 prescribes a recognition threshold

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

a tax return.

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

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

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

no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021 and 2020.

The Company is currently

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

The Company may be subject to potential examination

by foreign taxing authorities in the area of income taxes.

These potential examinations may include questioning the timing and amount

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

The Company’s tax provision is zero and

it has no deferred tax assets.

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

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

● Net loss per share

The Company calculates net loss per share in accordance

with ASC Topic 260, “ Earnings per Share” .

In order to determine the net loss attributable to both the redeemable shares

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

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

The Company then allocated

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

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

be dividends paid to the public stockholders.

As of December 31, 2021, the Company has not considered the effect of the warrants sold

in the Initial Public Offering to purchase an aggregate of 2,412,500 shares in the calculation of diluted net loss per share, since the

exercise of the warrants is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive

and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into

ordinary share and then share in the earnings of the Company.

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

for the period presented.

The net loss per share presented in the statements

of operations is based on the following:

Accretion of carrying value to redemption value

Net loss including accretion of carrying value to redemption value

Ordinary share

Redeemable Ordinary share

Non-Redeemable Ordinary share

Basic and diluted net income (loss) per share:

Allocation of net loss including carrying value to redemption value

Accretion of carrying value to redemption value

Allocation of net income (loss)

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

Income taxes are determined in accordance with

the provisions of ASC Topic 740, Income Taxes (“ASC 740”).

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for

how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected

to be taken on a tax return.

Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely

than not the position will be sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be

measured as the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with

the tax authority assuming full knowledge of the position and relevant facts.

For the years ended December 31, 2022 and 2021,

the Company did not have any interest and penalties associated with tax positions.

As of December 31, 2022 and 2021, the Company did

not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign

jurisdiction.

As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax

● Share-Based Compensation

The Company accounts for share-based compensation

in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation .

The Company grants share awards,

including ordinary shares and restricted share units, to eligible participants.

Share-based compensation expense for share awards is

measured at fair value on the grant date.

The fair value of restricted stock with either solely a service requirement or with the combination

of service and performance requirements is based on the closing fair market value of the ordinary shares on the date of grant.

Share-based compensation expense is recognized over the awards requisite service period.

For awards with graded vesting that are subject

only to a service condition, the expense is recognized on a straight-line basis over the service period for the entire award.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

● Net (Loss) Income Per Share

The Company computes earnings per share (“EPS”)

in accordance with ASC Topic 260, Earnings per Share (“ASC 260”) .

ASC 260 requires companies to present basic and

Basic EPS is measured as net (loss) income divided by the weighted average ordinary share outstanding for the year.

EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants)

as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential ordinary shares that have

an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of

● Segment Reporting

ASC Topic 280, Segment Reporting , establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s

business segments.

The Company uses the management approach to determine

reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s

chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s

CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing

performance of the Company.

Based on management’s assessment, the Company determined that it has the following operating segments:

Distribution Business

Insurance Brokerage Service

Facilitating the placement of insurance, investment, real estate and

other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received

from product providers, including insurance companies, fund houses and other product specialists

Platform Business

Asset Management Service

Providing access to financial products and services to licensed

Providing operational support for the submission and processing

of product applications.

Providing supporting tools for commission calculations, customer

engagement, sales team management, customer conversion, etc.

Providing training resources and materials.

Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services

Money Lending Service

Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers

Real Estate Agency Service

Solicitation of real estate sales for the developers, in exchange for commissions

Fintech Business

Investment holding

Managing an ensemble of fintech investments

Healthcare Business

Investment holding

Managing an ensemble of healthcare-related investments

All of the Company’s

revenues were generated in Hong Kong.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

● Related Parties

Parties, which can be a corporation or individual,

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

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

Companies are also considered to be related if they are

subject to common control or common significant influence.

● Recent accounting pronouncements

The Company has considered all new accounting

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

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

NOTE 4 – CASH AND INVESTMENT HELD IN

TRUST ACCOUNT

As of December 31, 2021, investment

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

December 31, 2020, investment securities in the Company’s Trust Account consisted of $ 48,249,518 in United States Treasury

Bills and $ 391 in cash.

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

Available-for-sale

marketable securities are recorded at their estimated fair value on the accompanying December 31, 2021 and 2020 consolidated balance

The carrying value, including gross unrealized holding gain as other comprehensive income and fair value of held to

marketable securities on December 31, 2021 and 2020 is as follows:

Available-for-sale marketable securities

Treasury Securities

Available-for-sale marketable securities

Treasury Securities

For the year ended December 31, 2021, cash in

the Trust Account was partially distributed due to redemption of Public Shares (as defined below) (see Note 8).

NOTE 5 – PUBLIC OFFERING

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

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

Each Public Unit consists of one ordinary share of the Company, $ 0.001 par

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

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

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

In addition, the Company has granted Maxim Group LLC, the underwriter of the Public Offering, a 45-day option to purchase up to 225,000

Public Units solely to cover over-allotments, if any.

If the Company does not complete its Business

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

Since the Company is

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

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

their issuance in accordance with ASC 815-40.

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

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

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

price paid by investors.

The Company paid an upfront underwriting discount

of $ 1,150,000 ( 2.5 %) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee of

$ 1,840,000 (the “Deferred Amount”) of 2.0 % of the gross offering proceeds payable upon the Company’s completion of the

Business Combination.

The Deferred Amount will become payable to the underwriter from the amounts held in the Trust Account solely in

the event the Company completes its Business Combination.

Pursuant to our agreement with the underwriters, the Deferred Amount will be

reduced by $ 0.20 ( 2.0 %) for each unit that is redeemed by shareholders in connection with an initial business combination.

that the Company does not close the Business Combination, the underwriter has waived its right to receive the Deferred Amount.

The underwriter

is not entitled to any interest accrued on the Deferred Amount.

Simultaneously with the closing of the Public

Offering, the Company consummated a private placement of 210,000 private units, at $ 10.00 per unit, purchased by the Sponsor.

Simultaneously with the sale of the Over-Allotment

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

The private units are identical to the units sold

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

NOTE 6 – RELATED PARTY TRANSACTIONS

Insider Shares

In October 2018, the Company’s Chief Executive

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

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

of $ 25,000 in cash.

The initial shareholders have agreed, subject

to certain limited exceptions, not to transfer, assign or sell any of their insider shares until, with respect to 50% of the insider shares,

the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the ordinary shares

equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for

any 20 trading days within a 30-trading day period commencing after a Business Combination and, with respect to the remaining 50% of the

insider shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a

Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of

the Company’s shareholders having the right to exchange their ordinary shares, securities or other property.

Administrative Services Agreement

The Company is obligated to pay AGBA Holding Limited,

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

However, pursuant to the terms of such

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

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

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

Related Party Loan

In order to meet the working capital needs following

the consummation of the Public Offering, the initial shareholders, officers and directors or their affiliates may, but are not obligated

to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion.

would be evidenced by a promissory note.

The notes would either be paid upon consummation of its initial business combination, without

interest, or, at the lender’s discretion, up to $ 500,000 of the notes may be converted upon consummation of its business combination

into private units at a price of $ 10.00 per unit (which, for example, would result in the holders being issued units to acquire 55,000

ordinary shares (which includes 5,000 shares issuable upon conversion of rights) and warrants to purchase 25,000 ordinary shares if $ 500,000

of notes were so converted).

The Company’s shareholders have approved the issuance of the units and underlying securities upon conversion

of such notes, to the extent the holder wishes to so convert them at the time of the consummation of its initial business combination.

If the Company does not complete a business combination, the loans will not be repaid.

Related Party Extensions Loan

The Company initially had 12 months from the

consummation of this offering to consummate the initial business combination.

However, the Company has extended the period of time

to consummate a business combination eight times (including three times approved by shareholders on February 5, 2021 and two times

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

combination).

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

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

its initial business combination, the Company’s insiders or their affiliates or designees, upon five days advance notice prior

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

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).

Such notes would

either be paid upon consummation of its initial business combination, or, at the lender’s discretion, converted upon

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

On May 11, 2020, August 12, 2020, and November 10,

2020, the Company issued three Notes, each in an amount of $ 460,000 to the Sponsor, pursuant to which such amount had been deposited into

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

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

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

combination until November 16, 2021.

On November 10, 2021 and February 7, 2022, the Company issued an unsecured promissory note in an

amount of $ 546,991 , to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend the amount

of available time to complete a business combination until May 16, 2022 (see Note 9).

The Notes are non-interest bearing and are payable

upon the closing of a business combination.

In addition, the Notes may be converted, at the lender’s discretion, into additional

Private Units at a price of $ 10.00 per unit.

As of December 31, 2021 and 2020, the note payable balance of $ 3,710,390

and $ 1,380,000 , respectively.

Related Party Advances

In the event the Sponsor pays for any expense

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

The Sponsor, AGBA

Holding Limited, has paid the expenses incurred by the Company an aggregate of $ 952,761 on a non-interest bearing basis as of December

As of December 31, 2021 and 2020, the Company

owed a balance of $ 952,761 and $ 790,122 , respectively, to AGBA Holding Limited.

NOTE 7 – SHAREHOLDER’S DEFICIT

Ordinary Shares

The Company is authorized to issue 100,000,000

ordinary shares at par $ 0.001 .

The Company’s shareholders of record are

entitled to one vote for each share held on all matters to be voted on by shareholders.

In connection with any vote held to approve its

initial business combination, all of the initial shareholders, as well as all of the officers and directors, have agreed to vote their

respective ordinary shares owned by them immediately prior to this offering and any shares purchased in this offering or following this

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

In October 2018, the Company’s Chief Executive Officer, Gordon Lee, subscribed for an aggregate of 1,000 of ordinary shares for

an aggregate purchase price of US$ 1 , or approximately US$ 0.001 per share.

On February 22, 2019, the Company issued an aggregate

of 1,149,000 founder shares to AGBA Holding Limited for an aggregate purchase price of $ 25,000 in cash.

On May 16, 2019, the Company issued 225,000 ordinary

shares under the private placement of 225,000 private units at $ 10 per unit, to the Sponsor.

As of December 31, 2020, 1,375,000 ordinary shares

issued and outstanding excluding 4,600,000 shares were subject to possible redemption.

As of December 31, 2021, 1,375,000 ordinary shares

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

Accumulated Other Comprehensive Income (Loss)

The table below presents the changes in accumulated

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

Balance as of January 1, 2021

Other comprehensive income before reclassifications

Amounts reclassified from AOCI into interest income

Balance as of December 31, 2021

Balance as of January 1, 2020

Other comprehensive income before reclassifications

Amounts reclassified from AOCI into interest income

Balance as of December 31, 2020

Except in cases where the Company is not the surviving

company in a business combination, each holder of a right will automatically receive one-tenth (1/10) of an ordinary share upon consummation

of the initial business combination.

In the event the Company will not be the surviving company upon completion of the initial business

combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth

(1/10) of a share underlying each right upon consummation of the business combination.

The Company will not issue fractional shares in

connection with an exchange of rights.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed

in accordance with the applicable provisions of the British Virgin Islands law.

As a result, you must hold rights in multiples of 10 in

order to receive shares for all of your rights upon closing of a business combination.

If we are unable to complete an initial business

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

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

Public Warrants

Each public warrant entitles the holder thereof

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

Pursuant to the warrant agreement,

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

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

at any given time by a warrant holder.

No public warrants will be exercisable for cash

unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants

and a current prospectus relating to such ordinary shares.

It is the Company’s current intention to have an effective and current

registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary

shares in effect promptly following consummation of an initial business combination.

Notwithstanding the foregoing, if a registration

statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation

of our initial business combination, public warrant holders may, until such time as there is an effective registration statement and during

any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to

an available exemption from registration under the Securities Act.

In such event, each holder would pay the exercise price by surrendering

the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares

underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”

(defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the

ordinary shares for the 10 trading days ending on the day prior to the date of exercise.

For example, if a holder held 300 warrants to

purchase 150 shares and the fair market value on the date prior to exercise was $15.00, that holder would receive 35 shares without the

payment of any additional cash consideration.

If an exemption from registration is not available, holders will not be able to exercise

their warrants on a cashless basis.

The warrants will become exercisable on the later

of the completion of an initial business combination and May 13, 2020.

The warrants will expire at 5:00 p.m., New York City time, on the

fifth anniversary of our completion of an initial business combination, or earlier upon redemption.

The Company may redeem the outstanding warrants

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

at a price of $0.01 per warrant:

any time while the warrants are exercisable,

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

and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading

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

and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the

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

If the foregoing conditions are satisfied and

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

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

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

The redemption criteria for the warrants have

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

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

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

If the Company call the warrants for redemption

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

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

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

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

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

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

Whether the Company will

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

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

time and concerns regarding dilutive share issuances.

NOTE 8 – ORDINARY SHARE SUBJECT TO POSSIBLE

The Company accounts for its ordinary shares subject

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

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

Conditionally

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

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

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

The Company’s ordinary shares feature

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

Accordingly, at December 31, 2021 and 2020, 3,646,607 and 4,600,000 ordinary shares subject to possible redemption, respectively,

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

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

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

On February 8, 2021, 636,890 shares were

redeemed by part 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 .

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 .

Total ordinary shares issued

Share issued classified as equity

The Company follows the ASC Topic 850-10, Related

Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850, the related parties include:

a) affiliates of the Company;

b) entities for which investments in their equity securities would be required, absent the election of

the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method

by the investing entity;

c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under

the trusteeship of management;

d) principal owners of the Company;

e) management of the Company;

f) other parties with which the Company

may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one

of the transacting parties might be prevented from fully pursuing its own separate interests;

and g) other parties that can significantly

influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting

parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully

pursuing its own separate interests.

The financial statements shall include disclosures

of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary

course of business.

However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is

not required in those statements.

The disclosures shall include:

a) the nature of the relationship(s) involved;

b) a description of the

transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements

of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the

financial statements;

c) the dollar amounts of transactions for each of the periods for which statements of operations are presented

and the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from

or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

● Commitments and Contingencies

The Company follows the ASC Topic 450-20, Commitments

to report accounting for contingencies.

Certain conditions may exist as of the date the financial statements are issued, which may

result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses

such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related

to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates

the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or

expected to be sought therein.

If the assessment of a contingency indicates

that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability

would be accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency

is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and

an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally

not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Management does not believe, based upon

information available at this time that these matters will have a material adverse effect on the Company’s financial position,

results of operations or cash flows.

However, there is no assurance that such matters will not materially and adversely affect the Company’s

business, financial position, and results of operations or cash flows.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

● Fair Value Measurement

The Company follows the guidance of the ASC Topic

820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), with respect to financial assets and liabilities that

are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair

value as follows:

are based upon unadjusted quoted prices for identical instruments traded in active markets;

are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets

that are not active, and model-based valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant inputs

are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable

Inputs are generally

unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the

asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted

cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, consideration receivable, deposits, prepayments and other

receivables, accounts payable and accrued liabilities, escrow liabilities, amount due to shareholder and borrowings approximate at their

fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market

prices or interest rates for similar debt instruments, the fair value of loans receivable approximates the carrying amount.

accounts for loans receivable at cost, subject to impairment testing.

The following table presents information about

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

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

Quoted Prices in

Active Markets

Significant Other

Marketable equity securities

Non-marketable equity securities

Forward share purchase liability

Warrant liabilities

Quoted Prices in

Active Markets

Significant Other

Marketable equity securities

Non-marketable equity securities

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Fair value estimates are made at a specific point

in time based on relevant market information about the financial instruments.

These estimates are subjective in nature and involve uncertainties

and matters of significant judgment and, therefore, cannot be determined with precision.

Changes in assumptions could significantly affect

the estimates.

● Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements

are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company

as of the specified effective date.

Unless otherwise discussed, the Company believes that the impact of recently issued standards that

are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In June 2022, the FASB issued Accounting Standards

Update (ASU) No.

2022-03 Fair Value Measurements (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale

Restrictions .

These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of

the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This guidance is effective for

public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.

adoption is permitted.

The Company has assessed ASU 2022-03 and early adopted the guidance during the second quarter of 2022.

did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the

Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments — Credit

Losses (Topic 326).

The new standard amends guidance on reporting credit losses for assets held at amortized cost basis

and available-for-sale debt securities.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses

(Topic 326) and Leases (Topic 842) — Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

Update to SEC Section on Effective Date Related to Accounting Standards Update No.

2016-02, Leases (Topic 842), which

amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will

be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022.

believes the adoption will modify the way the Company analyses financial instruments, but it does not anticipate a material impact on

results of operations.

The Company is in the process of determining the effects the adoption will have on its consolidated financial

Except for the above-mentioned pronouncements,

there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of

operations and cash flows.

NOTE 3 — LIQUIDITY

AND GOING CONCERN CONSIDERATION

The accompanying consolidated financial statements

were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,

and liquidation of liabilities in the normal course of business.

For the year ended December 31, 2022, the Company

reported $ 44.5 million net loss and $ 19.3 million net cash outflows from operating activities.

As of December 31, 2022, the Company had

an accumulated losses of $ 39.4 million and cash and cash equivalents of $ 6.4 million.

The ability to continue as a going concern is

dependent on the Company’s ability to successfully implement various plans.

The Company believes that it will be able to continue

to grow the Company’s revenue base and control expenditures.

In parallel, the Company continually monitors its capital structure

and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company’s business

development activities, general and administrative expenses and growth strategy.

These alternatives include external borrowings and continue

to pursue fundraising in the next twelve months.

Although there is no assurance that, if needed, the Company will be successful with

its fundraising initiatives, the Company believes that the business combination transaction significantly increases its ability to access

the capital going forward.

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

these uncertainties.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Without realization of additional capital, there

is substantial doubt about the Company can continue as a going concern.

However, the Company has obtained adequate and continuing financial

support from its major shareholder to meet its debts as they fall due and sustain the operation through the next 12 months from the date

that these consolidated financial statements were made available to issue.

REVERSE RECAPITALIZATION WITH AGBA ACQUISITION LIMITED

On the Closing Date, pursuant to the Business

Combination Agreement, the following share transactions were completed:

● 4,825,000 public and private rights were automatically converted

to 482,500 ordinary shares of AGBA.

● 792,334 ordinary shares of AGBA were issued to settle the outstanding

● 555,000 ordinary shares of AGBA were issued to Apex Twinkle Limited

as the finder fee in connection with the Business Combination.

● 53,835,000 ordinary shares of AGBA were issued to TAG as consideration

for the Business Combination and 1,665,000 ordinary shares, representing as 3% holdback shares

for indemnification purpose were reserved.

All the holdback shares will be released to TAG in six

months following the Closing.

Immediately after giving effect to the Business

Combination, AGBA has 58,376,985 ordinary shares issued and outstanding, and 4,825,000 warrants outstanding.

TAG became a major shareholder

of the Company.

Preceding to the Closing, on November 9, 2022,

AGBA entered into the Forward Share Purchase Agreement (the “Meteora Backstop Agreement”) with Meteora Special Opportunity

Fund I, L.P., a Delaware limited partnership, Meteora Select Trading Opportunities Master, L.P., a Cayman Islands limited partnership,

and Meteora Capital Partners, L.P., a Delaware limited partnership (collectively “Meteora”).

Pursuant to the Meteora Backstop

Agreement, Meteora has agreed to purchase up to 2,500,000 AGBA ordinary shares in the open market at prices no higher than the redemption

price, including from other AGBA shareholders that elected to redeem and subsequently revoked their prior elections to redeem their shares,

following the expiration of AGBA’s redemption offer.

AGBA has agreed to purchase those shares from Meteora on a forward basis, up

to the lessor of (i) that number of AGBA shares then held by Meteora, and (ii) the difference of (x) the number of shares held by Meteora

at Closing (which shall be no more than 2,500,000 Ordinary Shares in the aggregate) minus (y) that number of shares equal to (I) the product

of (A) $ 0.12 , multiplied by (B) the number of shares held by the Meteora at Closing (such product, the “Commitment Share Value”),

divided by (II) the value weighted average price for the preceding 30 trading days ending on the day that is 30 days following the Closing

(the number of shares derived in (y), the “Commitment Shares”, and the lesser of (1) and (2), the “Puttable Shares”),

unless otherwise agreed to in writing by all parties, at a price per Share equal to the sum of (i) the redemption price as contemplated

by the Definitive Proxy Statement (the “Redemption Price”), plus (ii) $ 0.45 (the sum of (i) and (ii), the “Base Price”),

plus (iii) the result of (X) the Base Price, multiplied by (Y) the number of Commitment Shares, divided by (Z) the number of Puttable

Shares (such sum of (i), (ii) and (iii), the “Shares Purchase Price”);

provided that the Shares Purchase Price will be reduced

by $ 0.15 for the first full calendar quarter after 90 days following the Closing sooner than the Put Date that the Put occurs if the Put

does so occur, plus an additional reduction of $ 0.10 if the Put occurs before 90 days following the Closing.

The purchase price payable

by AGBA will be escrowed in the amount of the redemption price per share.

At the election of AGBA, $ 0.45 of the Shares Purchase Price

can be paid using Ordinary Shares rather than cash.

The Meteora Backstop Agreement matures nine months after the closing of the Business

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The transaction was accounted for as a “reverse

recapitalization” in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) because

the primary assets of AGBA would be nominal following the close of the Business Combination.

Under this method of accounting, AGBA was

treated as the “acquired” company for financial reporting purposes and both of TIL and TAC were determined to be the accounting

acquirer based on the terms of the Business Combination and other factors including:

(i) TIL and TAC’s shareholders have a majority

of the voting power of the combined company, (ii) TIL and TAC comprises a majority of the governing body of the combined company, and

TIL and TAC’s senior management comprises all of the senior management of the combined company, and (iii) TIL and TAC comprises

all of the ongoing operations of the combined entity.

Accordingly, for accounting purposes, this transaction was treated as the equivalent

of the Company issuing shares for the net assets of AGBA, accompanied by a recapitalization.

The shares and net loss per ordinary share,

prior to the Reverse Recapitalization, have been retroactively restated.

The net assets of AGBA were recorded at historical carrying

amount, with no goodwill or other intangible assets recorded.

Operations prior to the Reverse Recapitalization are those of TIL and TAC.

RESTRICTED CASH

As of December 31, 2022, the Company had $ 44.8

million of restricted cash, of which (i) $ 29.5 million (2021:

$ 34.5 million) was held in certain bank accounts on behalf of the Company’s

customers and (ii) $ 15.3 million (2021:

Nil) was held in an escrow account in connection with the Meteora Backstop Agreement.

For the funds held on behalf of the customers,

the Company is acted as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain

contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio.

receiving escrow funds, the Company records a corresponding escrow liability.

Pursuant to the Meteora Backstop Agreement, the

fund held in the escrow account for the forward share purchase is restricted to the Company for the nine months following the consummation

of the Business Combination, unless Meteora sells the shares in the market or redeems the shares in nine months after the closing of

the Business Combination.

Notwithstanding the sale of shares by Meteora, the restricted cash will be used to settle any of the Company’s

repurchase obligations.

－ ACCOUNTS RECEIVABLE, NET

Accounts receivable,

net consisted of the following:

As of December,

Accounts receivable

Accounts receivable – related parties

allowance for doubtful accounts

Accounts receivable, net

The accounts receivable due from related parties

represented the management service rendered to the portfolio assets of related companies, which are controlled by the shareholder, for

a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested

by the final customers.

The amount is unsecured, interest-free and with a credit term mutually agreed.

The following table presents the activity in

the allowance for doubtful accounts:

As of December 31,

Balance at beginning of year

Foreign translation adjustment

Balance at end of year

For the years ended December 31, 2022 and 2021,

the Company had no provision for the allowance of doubtful accounts.

The Company has not experienced any significant bad debt write-offs

of accounts receivable in the past.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company generally conducts its business with

creditworthy third parties.

The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts,

based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience

and forecasted economic and market conditions.

Accounts receivable are written off after exhaustive collection efforts occur and the

receivable is deemed uncollectible.

In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts

is not significant.

At December 31, 2022 and 2021, no outstanding

accounts are 90 days or more past due.

－ LOANS RECEIVABLES, NET

The Company’s

loan portfolio was as follows:

As of December 31,

Mortgage loans

Personal loans to affiliates, unsecured

allowance for loan losses

Loans receivables, net

Reclassifying as:

Current portion

Non-current portion

Loans receivables, net

The interest rates on loans issued ranged between

9.00 % and 10.00 % (2021:

6.25 % to 10.00 %) per annum for the year ended December 31, 2022.

Mortgage loans are secured by collateral in

the pledge of the underlying real estate properties owned by the borrowers.

Mortgage loans are made to either business or

individual customers in Hong Kong for a period of 3 to 25 years.

The following

table presents the activity in the allowance for loan losses for the fiscal years:

As of December 31,

Balance at beginning of year

Balance at end of year

For the years ended December 31, 2022 and 2021,

the Company had no provision for the allowance of loan losses.

Allowance for loan losses is estimated on a bi-annual

basis based on an assessment of specific evidence indicating doubtful collection, historical experience, loan balance aging and prevailing

economic conditions.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Age Analysis of Loans by Class

Loans are considered past due if the required

principal and interest payments have not been received as of the date such payments were due.

Interest and fees continue to accrue on

past due loans until the date the loan is placed in nonaccrual status, if applicable.

The following table includes an aging analysis

of loans as of the dates indicated.

Also included in the table below are loans that are 90 days or more past due as to interest and principal

and still accruing interest, because they are well-secured and in the process of collection.

As of December 31,

Within credit term

90 or more days due and still accruing interest

Loan Maturity

The following

table presents the maturities of loan balances for the years presented:

As of December 31,

Within 1 year

More than 10 years

Interest on loans receivable is accrued and credited

to income as earned.

Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection

of interest or principal or (ii) when a loan becomes past due by more than 180 days (The further extension of loan past due status is

subject to management final approval and on case-by-case basis).

Credit Quality

The Company uses internally-assigned risk grades

to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all.

The Company’s

internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as,

credit risk scores, collateral and collection history.

Individual credit scores are assessed by credit bureau, such as TransUnion.

risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security.

The Company requires

collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness of the collateral valuations

on a regular basis.

Management believes that these policies effectively manage the credit risk from advances.

The Company’s internally assigned risk

grades are as follows:

Loans are of acceptable risk.

Other Assets Especially Mentioned (OAEM):

Loans have potential weaknesses that deserve management’s close attention.

Loans reflect significant

deficiencies due to several adverse trends of a financial, economic or managerial nature.

Loans have all the weaknesses

inherent in a substandard loan with added characteristics that make collection or liquidation in full based on currently existing facts,

conditions and values highly questionable or improbable.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Loans have been identified for charge-off

because they are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.

The following table presents credit quality exposures

by internally assigned risk ratings as of the dates indicated:

As of December 31,

Credit grades

－ EARNEST DEPOSIT

During the year ended December 31, 2022, the

Company made a refundable earnest deposit of $ 7.84 million for the purchase of 4,158,963 shares of Investment A from the shareholder.

The purchase price is amounted to approximately $ 6.56 million at the historical carrying amount.

The transaction was completed on April

This transaction is recorded based on the historical carrying amount to the shareholder accordingly.

As of December 31, 2021, earnest deposit represented

a refundable deposit of $ 7.18 million for the purchase of an office premises from the shareholder.

The purchase price is amounted to

approximately $ 8.00 million at the current market value.

The transaction was completed on January 25, 2022.

This transaction is recorded

based on the historical carrying amount to the shareholder accordingly.

－ LONG-TERM INVESTMENTS, NET

Long-term investments, net consisted of the following:

As of December 31,

Marketable equity securities:

Non-marketable equity securities:

Net carrying value

Equity Method

The Company generally accounts for the investments

in equity security under the equity method in compliance of ASC Topic 323.

Investments where the Company has significant influence,

but not control, over the investee are accounted for under the equity method.

The equity method investments are stated at cost, adjusted

for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations.

The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when

events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

As of December 31, 2022, the Company had no equity

method investment as all the equity investments were disposed during the year ended December 31, 2021.

During the year ended December 31, 2021, the

Company sold the entire interest ( 51 %) in Investee A to the shareholder for a consideration of $ 159,413 at its net carrying value, resulted

with a loss on the sale of $ 32,826 .

During the year ended December 31, 2021, the

Company sold the entire interest in Investee B to JP Morgan Chase for a cash consideration of approximately $ 186.8 million, resulted

with a realized gain of approximately $ 139.2 million.

The Company received the cash proceeds of $ 184.9 million during the year ended

December 31, 2021 and the remaining balance was received in January 2022.

For the year ended December 31, 2021, the Company

recorded a loss of $ 1,596,555 on equity method investments.

Debt Securities

Investment in debt securities consist of corporate

bonds issued by the Company’s shareholder which are classified as held-to-maturity and carried at cost, adjusted for the amortization

of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity.

In November 2021, the

corporate bonds were fully redeemed by the shareholder.

The Company earned the interest income of $ 203,632 for the year ended December

in Marketable Equity Securities

Investments in equity securities, such as, marketable

securities, are accounted for at fair value with changes in fair value recognized in net income (loss).

During the year ended December

31, 2021, Investment C was listed and publicly traded on Nasdaq Stock Exchange in March 2021 and there was a transfer into Level 1 from

Level 3 in the fair value hierarchy of Investment C, as a result of a change in market liquidity.

As of December 31, 2022 and 2021, Investment

C was recorded at fair value of $ 2,443,593 and $ 7,795,479 , which were traded at a closing price of $ 2.46 and $ 7.85 per share, respectively.

For the years ended December 31, 2022 and 2021,

the Company had an unrealized loss of $ 5,330,652 and $ 12,398,717 , respectively in the changes in fair value.

in Non-Marketable Equity Securities

Investments in non-marketable equity securities

consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic

investments in companies that are in various stages of development, and investments in a close-ended partnership funds which concentrated

in the healthcare sector.

These investments do not have readily determinable fair values and, therefore, are reported at cost, minus

impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar

investment of the same issuer.

Management assesses each of these investments

on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s

financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions

subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage.

When an impairment

exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense),

Fair value is estimated using the best information available, which may include cash flow projections or other available market

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The following table presents the changes in fair

value of non-marketable equity securities which are measured using Level 3 inputs at December 31, 2022 and 2021:

As of December 31,

Balance at beginning of year

Change from Level 3 to Level 1

( 20,194,196 )

Upward adjustments

Downward adjustments

( 6,898,549 )

Share redemption during the year

Change in value of ordinary shares subject to redemption

NOTE 9 – FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

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

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

Quoted prices in active markets for identical

assets or liabilities.

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

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

Observable inputs other than Level 1

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical

assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment

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

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2021 and 2020, and

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

Foreign exchange adjustment

( 2,373,929 )

Balance at end of year

Cumulative unrealized gains and losses, included in the carrying value of the Company’s

non-marketable equity securities:

As of December 31,

Downward adjustments (including impairment)

$ ( 27,254,600 )

$ ( 20,356,051 )

Upward adjustments

Investment income is recorded as other income

in the Company’s consolidated statements of operations and consisted of the following:

Years ended December 31,

Marketable equity securities:

Unrealized loss from the changes in fair value – Investment C

$ ( 5,330,652 )

$ ( 12,398,717 )

Non-marketable equity securities:

Unrealized gains – Investment F

Unrealized losses (including impairment) – Investment A and B

( 6,898,549 )

Realized gains – Investee B

Dividend income

Investment (loss) income, net

$ ( 8,937,431 )

$ 130,255,232

－ PROPERTY AND EQUIPMENT, NET

equipment consisted of the following:

As of December 31,

Land and building

Furniture, fixtures and equipment

Computer equipment

Motor vehicles

accumulated depreciation

Property and equipment, net

During the year ended December 31, 2022, the

Company purchased an office premises from the shareholder, through the acquisition of TRHL and PVL, which were previously controlled

by the shareholder.

The purchase price was amounted to approximately $ 6.0 million at the net carrying value of the office premises.

transaction was completed on January 25, 2022 and recorded at the historical carrying amount accordingly.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company accounted for this acquisition as

an asset acquisition under ASC Topic 805-50 and the Company adopted the Regulation S-X and concluded that this acquisition was not significant.

Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information

under Article 11 of Regulation S-X, respectively, are not required to be presented.

Depreciation expense for the years ended December

31, 2022 and 2021 were $ 392,873 and $ 45,383 , respectively.

In September 2022, the Company obtained a mortgage

loan from a finance company in Hong Kong, which bears interest at a fixed rate of 10.85 % per annum, is repayable in September

2023 and secured by an office premises with carrying amount of $ 5.7 million located in Hong Kong.

FORWARD SHARE PURCHASE LIABILITY

The forward share purchase liability (“FSP

liability”) under the Meteora Backstop Agreement is valued by an independent valuer using a Black-Scholes model, which is considered

to be Level 3 fair value measurement.

The following table presents a summary of the changes in fair value of the FSP liability, a Level

3 liability, measured on a recurring basis.

Fair value of FSP liability as of

November 14, 2022

Change in fair value

Fair value of FSP liability as of

December 31, 2022

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Treasury Securities held in Trust Account*

For the year ended December 31, 2022, the change

in fair value of FSP liability was $ 5,392,293 , recognized in the consolidated statements of operations.

The following table presents the quantitative

information regarding Level 3 fair value measurements of the FSP liability.

Risk-free interest rate

Exercise price

WARRANT LIABILITIES

December 31, 2020

Quoted Prices In Active Markets

Significant Other Observable Inputs

Significant Other Unobservable Inputs

Treasury Securities held in Trust Account*

Warrant liabilities (restated)

* included in cash and investments

held in trust account on the Company’s consolidated balance sheets.

The private warrants are accounted for as liabilities

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

The Company established the initial fair value

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

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

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

on their relative fair values recorded at the initial measurement date.

The warrants were classified as Level 3 at the initial measurement

date due to the use of unobservable inputs.

The key inputs into the binomial model and Black-Scholes

model were as follows at their measurement dates:

in accordance with ASC 480 and are presented as liabilities on the consolidated balance sheets.

As of December 31, 2022, there were 225,000

private warrants outstanding.

The fair values of the private warrants are valued

by an independent valuer using a Binominal pricing model.

The warrants were classified as Level 3 at the initial measurement date due

to the use of unobservable inputs.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The key inputs into the Binominal pricing model

were as follows at their measurement dates:

Risk-free interest rate

Exercise price

As of December 31, 2021 and 2020, the aggregate

value of the Private Warrants was $ 0.49 and $ 0.39 million, respectively.

The change in fair value for the year ended December 31, 2021

was approximately $ 100,000 .

The change in fair value for the year ended December 31, 2019 to December 31, 2020 was approximately $( 130,000 )

Warrant remaining life

As of December 31, 2022 and upon the closing of

Business Combination, the aggregate value of the private warrants was $ 4,548 and $ 13,500 , respectively.

The changes in fair value for

the year ended December 31, 2022 was $ 8,952 .

To the extent that valuation is based on models

or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

Because of the

inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used

had a ready market for the investments existed.

Accordingly, the degree of judgment exercised by the Company in determining fair value

is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of the Private Warrant liability for which there

is no current market for these securities such that the determination of fair value requires significant judgment or estimation.

in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates

or assumptions and recorded as appropriate.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management has evaluated the impact of the COVID-19

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

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

date of these consolidated financial statements.

The consolidated financial statements do not include any adjustments that might result

from the future outcome of this uncertainty.

Registration Rights

The holders of the insider shares issued and outstanding

prior to the date of the IPO, as well as the holders of the Private Units (and all underlying securities) and any securities its initial

shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company, are be entitled

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

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

consummation of a business combination.

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

Underwriting Agreement

The underwriters is entitled to a cash underwriting

discount of six and half percent (6.5%), or $0.65 per unit, of the gross proceeds of the initial public offering.

Two and one-half percent

(2.5%), or $0.25 per share, is not contingent and has been paid at the closing of the initial public offering.

Four percent (4.0%), or

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

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

Further, the deferred amount

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

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

If the business combination is not consummated, the

deferred amount will be forfeited by the underwriters.

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

Unit Purchase Option

The Company sold to Maxim for $ 100 , an option

to purchase 276,000 units exercisable, at $ 11.50 per unit commencing at any time between the first and fifth anniversary of the effective

date of the registration statement relating to its initial public offering.

The purchase option may be exercised for cash or on a cashless

basis, at the holder’s option, and expires on May 13, 2024 .

The Company accounted for the unit purchase option, inclusive of the

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

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

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

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

fifth anniversary dates of the Effective Date.

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

shares that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a lock-up for

a period of 180 days immediately following the effective date of the registration statement or the commencement of sales in the Public

Offering pursuant to Rule 5110(g)(1) of FINRA’s Rules, during which time the option may not be sold, transferred, assigned, pledged

or hypothecated, or be subject of any hedging, short sale, derivative or put or call transaction that would result in the economic disposition

of the securities.

Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated prior to May 13, 2020 except

to any underwriters and selected dealer participating in the offering and their bona fide officers or partners.

The option grants to holders

demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration

statement of which forms a part with respect to the registration under the Securities Act of the securities directly and indirectly issuable

upon exercise of the option.

We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions

which will be paid for by the holders themselves.

The exercise price and number of units issuable upon exercise of the option may be adjusted

in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation.

the option will not be adjusted for issuances of ordinary shares at a price below its exercise price.

Right of First Refusal

Subject to certain conditions, the Company granted

Maxim, for a period of 18 months after the date of the consummation of the business combination, a right of first refusal to act as lead

underwriters or minimally as a co-manager, with at least 30% of the economics;

or, in the case of a three-handed deal, 20% of the economics,

for any and all future public and private equity and debt offerings.

In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first

refusal shall not have a duration of more than three years from the effective date of the registration statement.

NOTE 11 – REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (UNAUDITED)

In accordance with ASC 480, paragraph 10-S99,

redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified outside

of permanent equity.

The initial carrying amount of redeemable preferred stock should be its fair value at date of issue.

value at date of issue is less than the mandatory redemption amount, the carrying amount shall be increased by periodic accretions, using

the interest method, so that the carrying amount will equal the mandatory redemption amount at the mandatory redemption date.

amount shall be further periodically increased by amounts representing dividends not currently declared or paid, but which will be payable

under the mandatory redemption features, or for which ultimate payment is not solely within the control of the registrant (e.

g., dividends

that will be payable out of future earnings).

Each type of increase in carrying amount shall be effected by charges against retained

earnings or, in the absence of retained earnings, by charges against paid-in capital.

The increase in redemption value was mainly due

to the extension payments made by the Sponsor which should accrete to the redemption value.

The Company has extended the period of time

to consummate a business combination eight times (including three times approved by shareholders on February 5, 2021 and two times by

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

On May 11, 2020, August 12, 2020, and November 10, 2020, the Company issued three Notes, each in an amount of $ 460,000 to the Sponsor,

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

business combination until February 16, 2021.

On each of February 5, May 11, August 11, 2021, the Company issued an unsecured promissory

note, in an amount of $ 594,467 , to the Sponsor, pursuant to which such amount had been deposited into the Trust Account in order to extend

the amount of available time to complete a business combination until November 16, 2021.

On November 10, 2021 and February 7, 2022, the

Company issued an unsecured promissory note in an amount of $ 546,991 , to the Sponsor, pursuant to which such amount had been deposited

into the Trust Account in order to extend the amount of available time to complete a business combination until May 16, 2022.

Redeemable Shares, at each reporting period, should

be measured at redemption value.

The Company previously measured at initial carrying amount.

As a result, the Company recalculated its

previously filed financial statements to recognize accretion from the initial book value to redemption value at the time of its Initial

Public Offering.

Under this accounting treatment, the Company is required to calculate the change in the carrying value of redeemable

shares of common stock resulted in charges against additional paid-in capital and accumulated deficit.

The Company’s accounting for temporary equity

measured at redemption value did not have any effect on the Company’s previously reported operating expenses or cash.

The impact of the errors on the Company’s

financial statements for each respective period is presented below.

The impacts are considered immaterial to the financial statements.

Balance sheet as of March 31, 2021

Ordinary shares subject to possible redemption

Accumulated deficit

the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been

used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised by the Company in determining fair

value is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of the private warrant liability for

which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in

estimates or assumptions and recorded as appropriate.

－ SHAREHOLDERS’ EQUITY

On the Closing Date, pursuant to the Business

Combination (as described in Note 4), the following share transactions were completed:

4,825,000 public and private rights were automatically converted to

482,500 ordinary shares of AGBA.

792,334 ordinary shares of AGBA were issued to settle the outstanding

555,000 ordinary shares of AGBA were issued to Apex Twinkle Limited

as the finder fee in connection with the Business Combination.

53,835,000 ordinary shares of AGBA were issued to TAG as consideration

for the Business Combination and 1,665,000 ordinary shares, representing as 3% holdback shares were reserved.

In addition, upon the closing of the Business

Combination, pursuant to the terms of the Fifth Amended and Restated Memorandum and Articles of Association, the Company increased its

authorized share from 100,000,000 to 200,000,000 ordinary shares with a par value $0.001.

As of December 31, 2022, there were 58,376,985

ordinary shares issued and outstanding and 1,665,000 ordinary shares to be issued under the reserve.

Each public warrant entitles the holder thereof

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

warrants became exercisable 90 days after the Closing of the Business Combination and will expire five years after the Closing of the

Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Pursuant to the warrant agreement,

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

This means that only an even number of warrants may be

exercised at any given time by a warrant holder.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Once the warrants become exercisable, the Company

may call the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim

Group LLC) for redemption:

● in whole and not in part;

● at a price of $0.01 per warrant;

● upon a minimum of 30 days’ prior written

notice of redemption,

● if, and only if, the last sales price of the

ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading

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

● if, and only if, there is a current registration

statement in effect with respect to the ordinary shares underlying such warrants at the time

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

day thereafter until the date of redemption.

If the Company calls the warrants for redemption

as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so

on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that

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

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

by (y) the fair market value.

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

for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of

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

will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the

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

The private warrants are identical to the public

warrants, except that the private warrants and the ordinary shares issuable upon the exercise of the private warrants were not transferable,

assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions.

Additionally, the

private warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers

or their permitted transferees.

If the private warrants are held by someone other than the initial purchasers or their permitted transferees,

the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The private warrants are accounted as liabilities,

remeasured to fair value on a recurring basis, with changes in fair value recorded to the consolidated statements of operations (see

As of December 31, 2022 and 2021, there were

4,600,000 public warrants and 225,000 private warrants outstanding.

Each holder of a right is automatically converted

to one-tenth (1/10) of an ordinary share of the Company upon consummation of the Business Combination.

Upon the closing of Business Combination, 4,825,000

rights were automatically converted to 482,500 ordinary shares of the Company.

There were no outstanding rights as of December 31, 2022.

Forgiveness of Amount Due to Shareholder

During the year ended December 31, 2022, TAG agreed

to forgive the Company $ 6 million, in aggregate, representing certain amount due to it and treat as additional paid-in capital.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

On January 18, 2022, TAC was approved to declare

and distribute a special dividend of $ 47 million to TAG Holdings Limited, the shareholder who represented 1 ordinary share of TAC.

dividends were paid by offsetting the receivable due from the shareholder and the remaining balance was paid by cash.

The special dividend

distribution was made due to the investment income from the sale of all equity interest in Nutmeg Saving and Investment Limited in September

SHARE-BASED COMPENSATION

Upon the Closing of the Business Combination,

all the shareholders of the Company have adopted and approved the Share Award Scheme (the “Scheme”) to recognize the contributions

to the Business Combination by the eligible participants of the Company and to retain them for the continuing operation and development

of the Company.

Pursuant to the Scheme, the maximum number of shares to be awarded under the Scheme shall not be in excess of 20 % of

the total issued and outstanding ordinary shares of the Company.

The Scheme provides for grants of share awards and restricted share

Restricted share units is the grant of a right to receive a specified number of the Company’s ordinary shares upon lapse

of a specified forfeiture condition such as completion of a specified period of service or achievement of certain specified performance.

Directors, officers, consultants, and employees of the Company, as well as others performing consulting service providers for the Company,

are eligible for grants under the Scheme.

On December 13, 2022, the Company approved and

granted 5,507,600 ordinary shares under the Scheme.

Among 5,507,600 shares, 507,600 shares granted are vested immediately on the date

of grant for compensating the contributions of prior services and performance of the eligible employees.

The remaining 5,000,000 shares

are granted as restricted share units (“RSUs”) to employees and consultants as additional compensation.

These RSUs typically

will be vested over one to four years period from 2023 to 2026.

The weighted average grant-date fair value of the shares granted during

the year ended December 31, 2022 was $ 2.47 per share.

On December 29, 2022, the Company further approved

and granted 438,500 ordinary shares to the directors and officers of the Company under the Scheme.

The share awards are granted for compensating

the contributions of prior services by certain employees and immediately vested.

The weighted average grant-date fair value of the shares

granted during the year ended December 31, 2022 was $ 1.91 per share.

The fair value of the ordinary shares granted

during the year is measured based on the closing price of the Company’s ordinary shares as reported by Nasdaq Exchange on the date

For those vested immediately on the date of grant, the fair value is recognized as share-based compensation expense in the consolidated

statements of operations.

For the RSUs, the fair value is recognized over the period based on the derived service period (usually the

vesting period), on a straight-line basis.

The valuations assume no dividends will be paid.

The Company has assumed 10 % forfeitures for

restricted share units.

At December 31, 2022,

total unrecognized compensation remaining to be recognized in future periods totalled $ 12.33 million for RSUs and they are expected to

be recognized over the weighted average period of 2.7 years.

The Company recorded $ 2,088,725 share-based compensation expense for the

year ended December 31, 2022, which is included in the operating expenses in the consolidated statements of operations.

A summary of the activities for the Company’s

RSUs for the year ended December 31, 2022 is as follow:

Year ended December 31, 2022

Number of RSUs

Weighted Average Grant Price

Outstanding, beginning of year

Outstanding, end of year

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NET (LOSS) INCOME PER SHARE

On the Closing Date, the Company completed the

Business Combination with both of TIL and TAC, whereby the Company received 55,500,000 shares in exchange for all of its share capital.

The effect of the Business Combination was recast to reflect the reverse recapitalization as of January 1, 2021, and will be utilized

for the calculation of earnings per share in all prior periods.

The per share amounts have been updated to show the effect of the exchange

on earnings per share as if the exchange occurred at the beginning of both fiscal years for the consolidated financial statements of

The impact of the stock exchange is also shown on the Company’s consolidated statements of changes in shareholders’

Since the Company reported a net loss for the

year ended December 31, 2022, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net

loss per share for the year ended December 31, 2022, as the potential dilutive securities are anti-dilutive.

Years ended December 31,

Net (loss) income attributable to the Company’s shareholders

$ ( 44,520,635 )

Weighted average ordinary shares outstanding

Net (loss) income per share

For the year ended December

31, 2022, diluted weighted average ordinary shares outstanding is equal to basic weighted average ordinary shares, due to the Company’s

net loss position.

Hence, no ordinary shares equivalents were included in the computation of diluted net loss per share since such inclusion

would have been antidilutive.

The following potentially dilutive securities

outstanding have been excluded from the computation of diluted weighted average shares outstanding, because such securities had an antidilutive

Years ended December 31,

Public and private warrants (Note 14)

Shares award granted (Note 15)

－ INCOME TAX EXPENSE

The provision for income tax expense consisted

of the following:

Years ended December 31,

Income tax expense

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The effective tax rate in the periods presented

is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate.

The Company’s

subsidiaries mainly operate in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

British Virgin

The Company is incorporated in the British Virgin

Islands and is not subject to taxation.

In addition, upon payments of dividends by these entities to their shareholder, no British Virgin

Islands withholding tax will be imposed.

The Company’s subsidiaries operating in

Hong Kong are subject to the Hong Kong profits tax at the income tax rates ranging from 8.25 % to 16.5 % on the assessable income arising

in Hong Kong during its tax year.

The reconciliation of income tax rate to the

effective income tax rate based on (loss) income before income tax expense for the years ended December 31, 2022 and 2021 are as follows:

Years ended December 31,

(Loss) income before income taxes

$ ( 44,396,030 )

$ 119,968,968

Balance sheet as of June 30, 2021

Ordinary shares subject to possible redemption

Accumulated deficit

Statutory income tax rate

Income tax expense at statutory rate

( 7,325,345 )

Income not subject to taxes

Non-deductible items:

- Share-based compensation

- Investment loss, net

- Change in fair values of warrant liabilities and FSP liability

- Items not subject to tax deduction

Tax effect on temporary differences not recognized

Under (over) provision of prior years

Net operating loss

Income tax expense

The following

table sets forth the significant components of the deferred tax liabilities and assets of the Company:

As of December 31,

Deferred tax liabilities:

Accelerated depreciation

Deferred tax assets, net:

Net operating loss carryforwards

valuation allowance

( 5,461,370 )

( 2,483,436 )

Balance sheet as of September 30, 2021

Ordinary shares subject to possible redemption

Deferred tax liabilities, net

As of December 31, 2022 and 2021, the operations

incurred $ 33.1 million and $ 15.1 million, respectively of cumulative net operating losses which can be carried forward to offset future

taxable income.

Net operating loss can be carried forward indefinitely but cannot

be carried back to prior years.

There are no group relief provisions for losses or transfers of assets under Hong Kong tax regime.

company within a corporate group is taxed as a separate entity.

The Company has provided for a full valuation allowance against

the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes that

it is more likely that not all of these assets will be realized in the future.

The valuation allowance is reviewed annually.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

tax positions

The Company evaluates the uncertain tax position

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits

associated with the tax positions.

As of December 31, 2022 and 2021, the Company did not have any significant unrecognized uncertain

tax positions.

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years

ended December 31, 2022 and 2021 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the

next 12 months from December 31, 2022.

SEGMENT INFORMATION

ASC Topic 280, Segment Reporting , establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s

business segments.

Currently, the Company has four business segments

comprised of the related products and services, as follows:

Scope of Business Activities

Distribution Business

Facilitating the placement of insurance, investment, real estate and other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from product providers, including insurance companies, fund houses and other product specialists.

Platform Business

- Providing access to financial products and services to licensed brokers.

- Providing operational support for the submission and processing of product applications.

- Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.

training resources and materials.

- Facilitating

the placement of investment products for the fund and/or product provider, in exchange for the fund management services

- Providing the lending services whereby the Company makes secured and/or

unsecured loans to creditworthy customerse;

- Solicitation of real estate sales for the developers, in exchange for commissions

Fintech Business

Managing an ensemble of fintech investments

Healthcare Business

Managing healthcare investment

The four business segments were determined based

primarily on how the chief operating decision maker views and evaluates the operations.

Operating results are regularly reviewed by the

chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance.

factors, including market separation and customer specific applications, go-to-market channels, products and services are considered

in determining the formation of these operating segments.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The following tables present the summary information

by segment for the years ended December 31, 2022 and 2021:

For the year ended December 31, 2022

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

inter-segment

Commission expense

Loss from operations

( 4,960,505 )

( 10,767,796 )

( 12,622,796 )

( 28,351,097 )

Investment loss, net

( 8,937,431 )

$ 101,221,333

For the year ended December 31, 2021

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

inter-segment

Commission expense

Income (loss) from operations

( 6,061,091 )

( 5,163,778 )

( 8,447,123 )

Investment income, net

$ 122,510,300

All of the Company’s

customers and operations are based in Hong Kong.

－ RELATED PARTY BALANCES AND TRANSACTIONS

In support of the Company’s efforts and

cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains

adequate financing through sales of its equity or traditional debt financing.

There is no formal written commitment for continued support

by the shareholder.

Amounts represent advances or amounts paid in satisfaction of liabilities.

Related party balances consisted of the following:

As of December 31,

Balance with related parties:

Accounts receivable

Non-marketable equity securities – Investment E

Balance with the shareholder:

Earnest deposit

Amount due to shareholder

Receivable from the shareholder

(a) Accounts receivable due from related parties represented the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which is controlled by the shareholder.

(b) Amount due to shareholder are those trade and nontrade payables arising from transactions between the Company and the shareholder, such as advances made by the shareholder on behalf of the Company, advances made by the Company on behalf of the shareholder, and allocated shared expense paid by the shareholder.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

In the ordinary course of business, during the

years ended December 31, 2022 and 2021, the Company involved with transactions, either at cost or current market prices and on the normal

commercial terms among related parties.

The following table provides the transactions with these parties for the periods as presented

(for the portion of such period that they were considered related):

For the years ended

Transaction with related parties:

Asset management service income

Management fee income

Interest income on debt securities

Commission expenses

Redemption of corporate bonds

Sales of investment – Investee A

Purchase of non-marketable equity security – Investment E

Purchase of non-marketable equity security – Investment F

Transaction with the shareholder:

Interest expense on note payable to the shareholder

Office and operating fee charge

General and administrative expense allocated

Purchase of investment from the shareholder

Purchase of office building from the shareholder

Declaration of special dividends to the shareholder

(c) Under the management agreements, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled by the shareholder, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers.

(d) Commission fee on insurance brokerage and asset management referral at the predetermined rate based on the service fee.

(e) The Company purchased 4 % equity interest in Investment F from a related party in October 2022, based on its historical carrying amount.

(f) Pursuant to the service agreement, the Company agreed to pay the office and operating expenses to the shareholder for the use of office premises, including, among other things, building management fees, government rates and rent, office rent, and lease-related interest and depreciation that were actually incurred by the shareholder.

Also, the shareholder charged back the reimbursement of legal fee and debt collection fee in the ordinary course of business.

(g) Certain amounts of other general and administrative expenses were allocated by the shareholder.

(h) The Company purchased 4,158,963 shares of Investment A from the shareholder at the historical carrying amount and the transaction was completed in April 2022.

(i) The Company purchased an office premises from the shareholder in January 2022, based on its historical carrying amount.

(j) On January 18, 2022, TAC approved to declare and distribute a special dividend of $ 47 million to TAG Holdings Limited, the shareholder who represented 1 ordinary share of TAC.

The dividends were paid by offsetting the receivable due from the shareholder amounted to $ 29,561,195 and the remaining balance was paid by cash.

The special dividend distribution was made due to the investment income from the sale of Nutmeg in September 2021.

Apart from the transactions and balances detailed

above and elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related

party transactions during the years presented.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

－ CONCENTRATIONS OF RISK

is exposed to the following concentrations of risk:

(a) Major customers

For the year ended December 31, 2022, the customers

who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented

Year ended December 31, 2022

Percentage of

For the year ended December 31, 2021, there was

no single customer who accounted for 10% or more of the Company’s revenues.

All of the Company’s

major customers are located in Hong Kong.

(b) Credit risk

Financial instruments that potentially subject

the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts and loans receivables.

Cash equivalents are

maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management.

Hong Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000 (approximately $ 64,050 ) if the bank with which an individual/a

company hold its eligible deposit fails.

As of December 31, 2022, cash and cash equivalents of $ 6.4 million and fund held in escrow of

$ 29.5 million were maintained at financial institutions in Hong Kong, of which approximately $ 34.7 million was subject to credit risk.

While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts and loans receivables, the Company

determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts and loan losses based on the estimated

realizable value.

Credit of money lending business is controlled by the application of credit approvals, limits and monitoring procedures.

The Company uses internally-assigned risk grades

to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all.

The Company’s

internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as,

credit risk scores, collateral and collection history.

Individual credit scores are assessed by credit bureau, such as TransUnion.

risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security.

To minimize credit

risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness

of the collateral valuations on a regular basis.

Management believes that these policies effectively manage the credit risk from advances.

The Company’s third-party customers that

represent more than 10 % of total combined loans receivables, and their related net loans receivables balance as a percentage of total

combined loans receivables, as of December 31, 2022 and 2021 were as follows:

As of December 31,

The Company’s major operations are conducted

in Hong Kong.

Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s

economy may influence the Company’s business, financial condition, and results of operations.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

(d) Exchange rate risk

The Company cannot guarantee that the current

exchange rate will remain steady.

Therefore, there is a possibility that the Company could post the same amount of profit for two comparable

periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted

to US$ and Sterling on that date.

The exchange rate could fluctuate depending on changes in political and economic environments without

For the years ended December 31, 2022 and 2021,

the Company recorded the foreign exchange loss of $ 2,643,261 and $ 915,062 , respectively, mainly attributable from the long-term investments

which are mostly denominated in Sterling.

(e) Liquidity risk

Liquidity risk is the risk that the Company will

not be able to meet its financial obligations as they become due.

The Company’s policy is to ensure that it has sufficient cash

to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Company’s reputation.

A key risk in managing liquidity is the degree of uncertainty in the cash flow projections.

If future cash flows are fairly uncertain, the liquidity risk increases.

－ COMMITMENTS AND CONTINGENCIES

Litigation — From time to time,

the Company is involved in various legal proceedings and claims in the ordinary course of business.

However, the Company currently is

not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect

on its business, financial condition, operating results, or cash flows.

As at December 31, 2022, the Company involved

in the following legal proceedings:-

HCA702/2018 On March 27,

2018, the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff.

action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

Subsequent to the year ended

December 31, 2022, in February 2023, the Court granted leave for this action be set down for trial of 13 days, which the period has yet

Legal counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine

the probability of the outcome of the matter or the range of reasonably possible loss, if any.

HCA765/2019 On April 30, 2019,

the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, shareholders

and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation from an inducement of the fund subscription

and claimed for compensatory damage of approximately $ 2 million (equal to HK$ 17 .1million).

The case is on-going and parties have yet to

attempt mediation.

Legal counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable

to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

HCA2097 and 2098/2020 On

December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff.

This action alleged

the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately

$ 1.67 million (equal to HK$ 13 million).

The Company previously made $ 0.84 million as contingency loss for the year ended December 31,

Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence,

no settlement was reached.

There is an up-coming case management hearing on July 25, 2023 and legal counsel of the Company will continue

to handle this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or any

further potential loss, if any.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company makes a provision for a liability

relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements,

legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.

Legal fees are expensed in

the period in which they are incurred.

Forward Share Purchase Agreement —

Pursuant to the Meteora Backstop Agreement, the Company is committed to purchase up to 2,500,000 shares of its issued and outstanding

ordinary shares from Meteora in nine months following the Closing of Business Combination (see Note 4).

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet

date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred

after December 31, 2022, up to the date that the audited consolidated financial statements were available to be issued.

On February 24, 2023, the Company entered into a Subscription Agreement and a Convertible Loan Note Instrument (the “Note”) (collectively the “Agreements”) with CurrencyFair Limited (“CurrencyFair”), its 8.37 %-owned investee (Investment A).

Pursuant to the Agreements, the Company agrees to subscribe an amount of $ 1,673,525 , which is payable on or before January 31, 2024 and bears a fixed interest rate of 8 % per annum.

At the maturity on April 30, 2024 , the Company, at its discretion, has option to convert the Note into the voting shares of CurrencyFair.

Subsequently, up to the issuance of the audited consolidated financial statements, the Company paid $ 589,086 for the subscription of the Note.

On February 24, 2023, pursuant to the Share Award

Scheme, the Company registered and reserved 11,675,397 ordinary shares, representing 20 % of the total issued and outstanding ordinary

shares of the Company as of December 31, 2022, for issuance or may become issuable.

On March 3, 2023, pursuant to the Share Award

Scheme, the Company approved and granted 1,200,000 ordinary shares to a consultant.

The shares are vested and issued immediately on the

date of grant to compensate the prior services provided.

The weighted average grant-date fair value of the shares granted was $ 2.1575

NOTE 23－PARENT

ONLY FINANCIAL INFORMATION

The Company performed a test on the restricted

net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and concluded that

it was applicable for the Company to disclose the financial statements for AGBA Group Holding Limited, the parent company.

The Company did not have significant capital and

other commitments, long-term obligations, or guarantees as of December 31, 2022.

Certain information and footnote disclosures generally

included in financial statements prepared in accordance with U.S.

GAAP have been condensed and omitted.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA Acquisition Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The following presents condensed parent company only financial information

of AGBA Group Holding Limited.

Condensed balance sheet

As of December 31,

Current assets:

Cash and cash equivalents

Restricted cash

Deposit, prepayments, and other receivables

Total current assets

Non-current assets:

Investments in subsidiaries

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Other payables and accrued liabilities

Amounts due to subsidiaries

Amounts due to related companies

Forward share purchase liability

Total current liabilities

Long-term liabilities:

Warrant liabilities

Total long-term liabilities

TOTAL LIABILITIES

Commitments and contingencies

Shareholders’ deficit:

Ordinary shares, $ 0.001 par value;

200,000,000 shares authorized, 58,376,985 shares issued and outstanding

Ordinary shares to be issued

Additional paid-in capital

Accumulated deficit

( 7,883,739 )

Total shareholders’ deficit

( 5,956,362 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA Acquisition Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Condensed Statement of Operation

year ended December 31,

Operating cost and expenses:

Share-based compensation expense

$ ( 2,088,725 )

Statement of operations for the three months ended March 31, 2021

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

Basic and diluted net loss per share, non-redeemable ordinary shares

Statement of operations for the three months ended June 30, 2021

Basic and diluted net income per share, ordinary share subject to possible redemption

Basic and diluted net loss per share, non-redeemable ordinary shares

Statement of operations for the six months ended June 30, 2021

Basic and diluted net income per share, ordinary share subject to possible redemption

Basic and diluted net loss per share, non-redeemable ordinary shares

Statement of operations for the three months ended September 30, 2021

Basic and diluted net loss per share, ordinary share subject to possible redemption

Basic and diluted net loss per share, non-redeemable ordinary shares

Statement of operations for the nine months ended September 30, 2021

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

Basic and diluted net loss per share, non-redeemable ordinary shares

NOTE 12 – SUBSEQUENT EVENTS

On January 4, 2022, Tag Holdings Limited together

with AGBA’s newly established wholly-owned subsidiaries, AGBA Merger Sub I Limited and AGBA Merger Sub II Limited, entered into

a second amendment of the Business Combination Agreement (the “Second Amendment”).

Pursuant to the Second Amendment, the parties

have agreed that, among other things, the Outside Closing Date (as defined in the Business Combination Agreement) of the proposed transactions

contemplated by the Business Combination Agreement shall be extended to April 30, 2022 from January 31, 2022, and that each party shall

use its reasonable best efforts to finalize all Plans of Merger, the Articles of Merger, the Employment Agreement, and other ancillary

documents contemplated by the Business Combination Agreement no later than March 31, 2022.

February 7, 2022, the Company issued unsecured promissory note in the aggregate principal amount of $ 546,991 to AGBA Holding Limited

in exchange for AGBA Holding Limited depositing such amount into the Company’s trust account in order to extend the amount of available

time to complete a business combination until May 16, 2022.

Other general and administrative expenses

Total operating cost and expenses

( 2,568,132 )

Loss from operations

( 2,568,132 )

Other income (expense):

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

( 5,392,293 )

Sundry income

Total other expense, net

( 5,315,607 )

Loss before income taxes

( 7,883,739 )

Income tax expense

$ ( 7,883,739 )

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA Acquisition Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Condensed Statement of Cash Flows

year ended December 31,

Cash flows from operating activities:

$ ( 7,883,739 )

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

Share-based compensation expense

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Change in operating assets and liabilities:

Deposits, prepayments, and other receivables

Other payables and accrued liabilities

Net cash used in operating activities

( 1,252,569 )

Cash flows from financing activities:

Advances from related companies

Cash proceeds due to reverse recapitalization

Net cash provided by financing activities

Net change in cash, cash equivalent and restricted cash

BEGINNING OF YEAR

Reconciliation to amounts on consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

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 9A. Controls and Procedures