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Item 1. Financial Statements

2023-05-15 compared with 2022-11-17 · 1289 added, 954 removed, 81 unchanged (97% of the section changed)

Financial Statements

AGBA GROUP HOLDING LIMITED

(FORMERLY KNOWN AS AGBA ACQUISITION LIMITED)

UNAUDITED CONDENSED CONSOLIDATED

BALANCE SHEETS

September 30,

AGBA GROUP HOLDING

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS

(Currency expressed

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

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Accounts receivable, net, related parties

Loans receivables

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

Property and equipment, net

Notes receivables

Long-term investments, net

Total non-current assets

$ 101,221,333

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accrued liabilities

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

Total non-current liabilities

Deferred tax liabilities

Total long-term liabilities

TOTAL LIABILITIES

Commitments and contingencies

Ordinary shares, subject to possible redemption:

3,362,871 and 3,646,607 shares (at redemption value)

Shareholders’ deficit:

Shareholders’ equity:

Ordinary shares, $ 0.001 par value;

100,000,000 shares authorized;

1,375,000 shares issued and outstanding (excluding 3,362,871 and 3,646,607 shares subject to possible redemption)

200,000,000 shares authorized, 61,750,898 and 58,376,985 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Ordinary shares to be issued

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated deficit

1 unchanged sentence

( 39,395,133 )

Total shareholders’ deficit

( 8,675,114 )

Total shareholders’ equity

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 101,221,333

TOTAL LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ DEFICIT

See accompanying notes to unaudited condensed consolidated

financial statements.

GROUP HOLDING LIMITED

(FORMERLY KNOWN AS AGBA ACQUISITION LIMITED)

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS AND

COMPREHENSIVE LOSS

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE

(Currency expressed

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

Three months ended

September 30,

Nine months ended

September 30,

General and administrative expenses

Interest income:

Total interest income

Non-interest income:

Recurring service fees

Total non-interest income

Total revenues from others

Non-interest income:

Recurring service fees

Total revenues from related parties

Total revenues

Operating cost and expenses:

Interest expense

Commission expense

( 7,295,492 )

Sales and marketing expense

( 1,856,903 )

Technology expense

Personnel and benefit expense

( 9,605,190 )

( 2,004,979 )

Total operating expenses

Other general and administrative expenses

( 5,855,821 )

Total operating cost and expenses

( 25,657,488 )

( 3,988,640 )

Loss from operations

( 14,583,808 )

( 1,912,317 )

Other income (expense):

Bank interest income

Foreign exchange gain (loss), net

Investment income, net

Change in fair value of warrant liabilities

Dividend income

Interest income

Total other expense, net

Income (loss) before income taxes

NET INCOME (LOSS)

Other comprehensive loss:

Change in unrealized gain on available-for-sale securities

COMPREHENSIVE INCOME (LOSS)

Change in fair value of forward share purchase liability

Rental income

Sundry income

Total other income, net

Loss before income taxes

( 12,099,258 )

Income tax benefit (expense)

$ ( 12,072,610 )

$ ( 447,394 )

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 unaudited condensed consolidated

financial statements.

GROUP HOLDING LIMITED

(FORMERLY KNOWN AS AGBA ACQUISITION LIMITED)

Other comprehensive loss:

Foreign currency translation adjustment

COMPREHENSIVE LOSS

$ ( 12,205,814 )

$ ( 721,745 )

Weighted average number of ordinary shares outstanding – basic and diluted

Net loss per ordinary share – basic and diluted

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

UNAUDITED CONDENSED

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Currency expressed

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

Three months ended March 31, 2023

Ordinary shares

Accumulated deficit

shareholders’

Ordinary shares to

Additional paid-in

Accumulated other comprehensive

Total shareholders’

Balance as of January 1, 2023

1 unchanged sentence

$ ( 39,395,133 )

Accretion of carrying value to redemption value

Net loss for the period

Balance as of March 31, 2022

$ ( 7,746,124 )

$ ( 7,744,749 )

Accretion of carrying value to redemption value

Issuance of ordinary shares to settle finder fee

Share-based compensation

Forgiveness of amount due to shareholder

Foreign currency translation adjustment

Net loss for the period

Balance as of June 30, 2022

( 12,072,610 )

Accretion of carrying value to redemption value

Net loss for the period

Balance as of September 30, 2022

Balance as of March 31, 2023

$ ( 518,142 )

$ ( 51,467,743 )

Three months ended March 31, 2022

Ordinary shares

comprehensive

shareholders’

Balance as of January 1, 2021 (Restated)

Ordinary shares to be issued

Additional paid-in

Receivable from the

Accumulated other comprehensive

Total shareholders’

Balance as of January 1, 2022

$ ( 29,562,195 )

$ ( 179,461 )

Accretion of carrying value to redemption value

Special dividend to the shareholder

( 47,000,000 )

( 17,437,805 )

Unrealized holding gain on available-for-sales securities

Realized holding loss on available-for-sale securities

Foreign currency translation adjustment

Net loss for the period

1 unchanged sentence

$ ( 453,812 )

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed

in United States Dollars (“US$”))

Three months ended

Cash flows from operating activities:

$ ( 12,072,610 )

Accretion of carrying value to redemption value

Net loss for the period

Balance as of June 30, 2021

$ ( 447,394 )

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

Share-based compensation expense

Depreciation of property and equipment

Foreign exchange (gain) loss, net

Investment income, net

( 1,723,064 )

Accretion of carrying value to redemption value

Net loss for the period

Balance as of September 30, 2021

( 2,148,935 )

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Change in operating assets and liabilities:

Accounts receivable

Loans receivables

Deposits, prepayments, and other receivables

Accounts payable and accrued liabilities

( 1,017,905 )

See accompanying notes to unaudited condensed consolidated

financial statements.

GROUP HOLDING LIMITED

(FORMERLY KNOWN AS AGBA ACQUISITION LIMITED)

UNAUDITED CONDENSED CONSOLIDATED

STATEMENT OF CASH FLOWS

Nine months ended

September 30,

Cash flows from operating activities

Escrow liabilities

Income tax payable

Net cash (used in) provided by operating activities

( 10,196,863 )

Cash flows from investing activities:

Proceeds from sale of investments

Purchase of notes receivables

Dividend received from long-term investments

Purchase of property and equipment

Payment of earnest deposit, the shareholder

( 7,849,676 )

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

Change in fair value of warrant liabilities

Interest income dividend income earned in cash and investments held in trust account

Change in operating assets and liabilities:

(Increase) decrease in prepayments

Decrease in accrued liabilities

Cash used in operating activities

Net cash provided by (used in) investing activities

( 6,852,870 )

Cash flows from financing activities:

Advance from a related party

Net cash provided by financing activities

NET CHANGE IN CASH

Cash, beginning of period

Cash, end of period

SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:

Unrealized loss in Trust Account

Accretion of carrying value to redemption value

Advances from the shareholder

Proceeds from borrowings

Dividend paid to the shareholder

( 17,437,805 )

Net cash provided by (used in) financing activities

( 14,524,849 )

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

Cash payout to shareholders directly released from trust account due to share redemption

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

Net change in cash, cash equivalent and restricted cash

( 2,658,000 )

( 20,147,400 )

See accompanying notes to unaudited condensed consolidated

financial statements.

GROUP HOLDING LIMITED

(FORMERLY KNOWN AS AGBA ACQUISITION LIMITED)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

ORGANIZATION AND BUSINESS BACKGROUND

AGBA Group Holding Limited (formerly known as AGBA Acquisition Limited)

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

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

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

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

Although the Company is not limited

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

financial services sectors that have their principal operations in China.

AGBA Merger Sub I Limited (“AMSI”)

is a company incorporated on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the business

AMSI is wholly owned by AGBA.

AGBA Merger Sub II Limited (“AMSII”)

is a company incorporated on November 26, 2021, under the laws of the British Virgin Island for the purpose of effecting the business

AMSII is wholly owned by AGBA.

All activities through September 30, 2022 relate

to the Company’s formation, completion of its initial public offering which occurred on May 16, 2019 and negotiation and consummation

of the proposed business combination with TAG Holdings Limited (“TAG.”) The Company will not generate any operating revenues

until after the completion of a business combination, at the earliest.

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

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

The Company has selected December 31 as its fiscal

year end and tax year end.

BEGINNING OF PERIOD

END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

Reconciliation to amounts on condensed 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

Issuance of ordinary shares to settle finder fee

Forgiveness of amount due to shareholder

Purchase of property and equipment, through earnest deposit

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

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

NATURE OF BUSINESS AND BASIS OF PRESENTATION

AGBA Group Holding Limited (“AGBA”

or the “Company”) was incorporated on October 8, 2018 in British Virgin Islands.

The Company, through its subsidiaries, is operating

a wealth and health platform, 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.

AGBA 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.

The accompanying unaudited condensed consolidated

financial statements are presented in U.S.

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

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

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

Securities and Exchange Commission (the “SEC”).

The registration statement for the Company’s

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

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

The Company consummated the Public Offering on May 16,

2019 of 4,600,000 units at $ 10.00 per unit (the “Public Units”) and sold to the sponsor to purchase 225,000 units at $ 10 per

unit (the “Private Units”).

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

The Company incurred $ 2,559,729 in initial public

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

Trust Account

Upon 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 (unless extended) from the closing of the Public Offering.

Placing funds

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

Although the Company will seek to have all

vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any

claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements.

The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective

acquisitions and continuing general and administrative expenses.

Additionally, the interest earned on the Trust Account balance may be

released to the Company to pay the Company’s tax obligations.

Business Combination

Pursuant to Nasdaq listing rules, the Company’s

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

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

on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial

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

significantly exceeds 80% of the Trust Account balance.

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

the 80% test.

The Company currently anticipates structuring a business combination to acquire 100% of the equity interests or assets of

the target business or businesses.

The Company may, however, structure a business

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

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

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

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

investment company under the Investment Company Act.

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

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

be valued for purposes of the 80% test.

As set forth in the memorandum of association,

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

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

The Company’s amended and restated memorandum

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

to the consummation of the initial business combination.

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

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

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

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

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

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

The Company will either seek shareholder approval

of any business combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro

rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide shareholders

with the opportunity to sell their shares to the Company by means of a tender offer for an amount equal to their pro rata share of the

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

These shares have been recorded at redemption

value and are classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting

Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with

a business combination only if it will have net tangible assets of at least $ 5,000,001 upon consummation of the business combination and,

solely if shareholder approval is sought, a majority of the outstanding ordinary shares of the Company voted are voted in favor of the

business combination.

In connection with any shareholder vote required

to approve any business combination, the initial shareholder s have agreed (i) to vote any of their respective shares, including the ordinary

shares sold to the initial shareholders in connection with the organization of the Company (the “Initial Shares”), ordinary

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

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

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

with any tender offer the Company engages in.

On November 3, 2021, the Company entered into

the business combination agreement, which provides for a business combination between AGBA and TAG and certain of TAG’s wholly owned

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

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

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

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

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

owned subsidiary of B2BSub.

In the business combination agreement, as amended, B2B, B2BSub, HKSub, OPH, Fintech, together with their respective

subsidiaries are referred to as the “Group Parties”.

Pursuant to the business combination agreement, as amended, OPH will

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

Subsequently,

(i) AMSI will merge with and into B2B;

and AMSII will merge with and into Fintech (together with (i), the “Acquisition Merger”).

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

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

At the closing of the Acquisition Merger, AGBA

shall issue the full amount of the Aggregate Stock Consideration, less three percent (3%) of the Aggregate Stock Consideration (the “Holdback

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

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

The business combination agreement, as amended,

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

contemplated by the business combination agreement shall be extended to December 31, 2022 from October 31, 2022, and (ii)

each party shall use its reasonable best efforts to finalize all Additional Agreements (as defined in the business combination agreement)

and other ancillary documents contemplated by the business combination agreement no later than December 31, 2022.

Liquidation and going concern

The Company initially had 12 months from the consummation

of this offering to consummate the initial business combination.

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

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

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

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

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

Accordingly, no vote would be required from our shareholders

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

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

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

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

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

a business combination.

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

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

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

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

The insider, AGBA Holding Limited, has received non-interest bearing, unsecured promissory notes equal to the amount of any

such deposits (i.e., $460,000 for each of the first three extensions since May 2020, $594,467 for each of the next three extensions, $546,991

for each of next two extensions, and $504,431 for each of two extensions in May 2022 and August 2022) that will not be repaid in the event

that we are unable to close a business combination unless there are funds available outside the Trust Account to do so.

Such notes would

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

upon consummation of our business combination into additional Private Units at a price of $10.00 per unit.

The Company’s shareholders

have approved the issuance of the Private Units upon conversion of such notes, to the extent the holder wishes to so convert such notes

at the time of the consummation of the Company’s initial business 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 deadline.

In addition, the Company intends

to issue a press release the day after the applicable deadline announcing whether or not the funds had been timely deposited.

If the Company

is unable to consummate the Company’s initial business combination by November 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.

Accordingly, the Company may not be able to obtain

additional financing.

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

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

and reducing overhead expenses.

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

terms, if at all.

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

twelve months from the issuance of these unaudited condensed consolidated financial statements if a business combination is not consummated

by November 16, 2022.

These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery

of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a

going concern.

SIGNIFICANT ACCOUNTING POLICIES

● Basis of presentation

financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared

in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial

information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission.

Certain information and footnote

disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations.

The consolidated

balance sheet as of December 31, 2022 derived from the audited consolidated financial statements at that date, but does not include all

the information and footnotes required by U.S.

These unaudited condensed consolidated financial statements should be read in conjunction

with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2022.

The unaudited condensed consolidated financial

statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022, in the opinion of management,

include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial

condition, results of operations and cash flows.

The results of operations for the three months ended March 31, 2023 and 2022 are not

necessarily indicative of the results to be expected for any other interim period or for the entire year.

Certain prior period amounts have been reclassified

for consistency with the current period presentation.

These reclassifications had no effect on the reported results of operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying unaudited condensed consolidated

financial statements have been prepared in accordance with U.S.

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

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

of the results for these periods.

Operating results for the interim period ended September 30, 2022 are not necessarily indicative of

the results that may be expected for the fiscal year ending December 31, 2022.

The information included in this Form 10-Q should be read

in conjunction with Management’s Discussion and Analysis, and the unaudited condensed consolidated financial statements and notes

thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 14, 2022.

financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the

accompanying unaudited condensed consolidated financial statements and notes.

● Principles of Consolidation

The unaudited condensed consolidated financial

statements include the unaudited condensed financial statements of the Company and its subsidiaries.

All significant intercompany transactions

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

Subsidiaries are those entities in which the Company,

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

or has the power to govern the financial and operating policies,

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

The accompanying unaudited condensed consolidated

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

AGBA Merger Sub I Limited (“AMSI”)

A British Island company

Incorporated on November 26, 2021

100% Owned by AGBA

AGBA Merger Sub II Limited (“AMSII”)

A British Island company

Incorporated on November 26, 2021

100% Owned by AGBA

● Emerging growth company

The Company is an “emerging growth company,”

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

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

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

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

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

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

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

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

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

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

The JOBS Act provides that a company

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

any such election to opt out is irrevocable.

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

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

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

This may make comparison

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

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

of the potential differences in accounting standards used.

● Use of estimates

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.

● Use of Estimates and Assumptions

The preparation of unaudited condensed consolidated

1 unchanged sentence

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial

statements and the reported amounts of income and expenses during the reporting period.

Actual results could differ from those estimates.

of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated

financial statements and the reported amounts of revenues and expenses during the periods presented.

Significant accounting estimates

reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property and equipment,

impairment of long-lived assets, allowance for doubtful accounts, notes receivables, 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

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 statement of operations.

The reporting currency of the Company is US$ and

the accompanying unaudited condensed 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 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 period.

The gains and losses resulting from translation of financial statements

of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed

consolidated statements of changes in shareholders’ equity.

Translation of amounts from HK$ into US$ has been

made at the following exchange rates for the three months ended March 31, 2023 and 2022:

Period-end HK$:US$ exchange rate

Period 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.

There were no cash equivalents as of September

30, 2022 and December 31, 2021.

● Cash and investments held in trust account

At September 30, 2022 and December 31, 2021, the

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

The Company classified investments that are directly

invested in U.S.

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

All marketable

securities are recorded at their estimated fair value.

Unrealized gains and losses for available-for-sale securities are recorded in other

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

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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

● Accounts Receivable, net

Accounts receivable include trade accounts due

from customers in insurance brokerage and asset management businesses.

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 Company does not hold any collateral or other

credit enhancements over its accounts receivable balances.

● Loans Receivables

Loans receivables are real estate mortgage loans

that carried at unpaid principal balances, less the allowance for credit losses on loans receivables and charge-offs.

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 six months).

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 Credit Losses on Accounts Receivable and Loans Receivables.

● Allowance for Credit Losses on Accounts and Loans Receivables

In accordance with ASC Topic 326 “ Credit

Losses – Measurement of Credit Losses on Financial Instruments ” (ASC Topic 326), the Company utilizes the current expected

credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the lifetime expected credit losses

on accounts and loans receivables which is recorded as a liability to offset the receivables.

The CECL model is prepared after considering

historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses.

Accounts and loans receivables are written off when deemed uncollectible.

Recoveries of receivables previously written off are recorded

as a reduction of bad debt expense.

● Long-Term Investments, net

The Company invests in equity securities with

readily determinable fair values and equity securities that do not have readily determinable fair values.

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.

At each reporting period, the Company makes a

qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

● 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.

Revenue from Contracts with Customers (Topic 606) (“ASC Topic 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).

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 Topic 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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

The Company also facilitates the arrangement between

insurance providers and individuals or businesses by providing insurance placement services to the insureds, and is compensated in the

form of commissions from the respective insurance providers.

The Company primarily facilitates the placement of life, general and MPF

insurance products.

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 Topic 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).

Interest Income

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 unaudited condensed consolidated statement of operations.

The Company does not charge prepayment

penalties from its customers.

Interest income on mortgage and personal loans is recognized as it accrued using the effective interest

Accrual of 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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 revenue categories presented on the unaudited condensed consolidated statements of operations for the periods indicated:

For the three months ended March 31, 2023

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 three months ended March 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

● Rental Income

Rental income represents monthly rental received

from the Company’s tenants.

The Company recognizes rental income on a straight-line basis over the lease term in accordance with

the lease agreement.

● 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 unaudited

condensed consolidated statements of operations and comprehensive loss.

The Company accounts for the warrants in accordance

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

and must be recorded as liabilities.

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

the private warrants to fair value at each reporting period.

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

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

The private warrants are valued using

a Black Scholes model.

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

as temporary equity.

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

The Company’s ordinary shares

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

future events.

Accordingly, at and September 30, 2022 and December 31, 2021, 3,362,871 and 3,646,607 ordinary shares subject to possible

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

unaudited condensed consolidated balance sheets.

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.

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 September 30, 2022 and December

31, 2021 due to the short maturities of such instruments.

ASC Topic 220, Comprehensive Income , establishes

standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive income as defined

includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive income, as presented in the accompanying

statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation.

This comprehensive

income is not included in the computation of income tax expense or benefit.

● Income Taxes

Income taxes are determined in accordance with

the provisions of ASC Topic 740, Income Taxes (“ASC Topic 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 periods 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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

ASC Topic 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 Topic 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 three months ended March 31, 2023 and

2022, the Company did not have any interest and penalties associated with tax positions.

As of March 31, 2023 and December 31, 2022, 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.

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.

● Net Loss Per Share

The Company computes earnings per share (“EPS”)

in accordance with ASC Topic 260, Earnings per Share (“ASC Topic 260”).

ASC Topic 260 requires companies to present

basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by the weighted average ordinary share outstanding for the period.

Diluted 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 diluted EPS.

● 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:

Scope of Service

Business Activities

Distribution Business

Insurance Brokerage

- Facilitating the placement of insurance to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from insurance companies.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Platform Business

- Asset Management 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.

- 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.

● Related Parties

The Company follows 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 income statements

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 income statements 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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

● Commitments and Contingencies

The Company follows 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.

● Fair Value Measurement

The Company follows the guidance of the ASC Topic

820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities

that are measured at fair value.

ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring

fair value as follows:

based upon unadjusted quoted prices for identical instruments traded in active markets;

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;

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

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, deposit, prepayments and other receivables, amount due to

shareholder, accounts payable and accrued liabilities and escrow liabilities 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 receivables and notes receivables approximate the carrying

They are accounted at amortised cost, subject to impairment testing.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

The following table presents information about

the Company’s assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2022 and December

the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December

31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30,

Quoted Prices

Treasury Securities held in Trust Account*

Quoted prices in

active markets

Significant other

Marketable equity securities

Non-marketable equity securities

Forward share purchase liability

Warrant liabilities

Quoted Prices

Treasury Securities held in Trust Account*

Quoted prices in

active markets

Significant other

Marketable equity securities

Non-marketable equity securities

Forward share purchase liability

Warrant liabilities

included in cash in the cash and investments held in trust account on the Company’s unaudited condensed 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 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 September 30, 2022 and December 31, 2021.

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

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 September 30, 2022, the Company has not considered the effect of the warrants sold

in the IPO to purchase an aggregate of 2,412,500 shares in the calculation of diluted net loss per share, since the exercise of the warrants

is contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive and the Company did not have

any other dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary share and then share

in the earnings of 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:

September 30,

$ ( 153,751 )

$ ( 515,988 )

Accretion of carrying value to redemption value

Fair value estimates are made at a specific point

in time based on relevant market information about the financial instrument.

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

three months ended March 31, 2023, the Company adopted ASC Topic 326 “ Credit Losses – Measurement of Credit Losses

on Financial Instruments ” (ASC Topic 326) for the first time.

The adoption of this standard

did not have a material impact on the unaudited condensed consolidated financial statements.

For further details, please refer to Note

there were no new standards or updates during the three months ended March 31, 2023 that had a material impact on the unaudited condensed

consolidated financial statements.

LIQUIDITY AND GOING CONCERN

The accompanying unaudited condensed 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 three months ended March 31, 2023, the

Company reported $ 12,072,610 net loss and $ 10,196,863 net cash outflows from operating activities.

As of March 31, 2023, the Company had

an accumulated deficit of $ 51,467,743 and cash and cash equivalents of $ 3,653,778 .

The ability to continue as a going concern is dependent on the Company’s

ability to successfully implement its 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, raising funds through public equity or debt

There is no assurance that the Company will be successful with its fundraising initiatives.

The unaudited condensed consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 unaudited condensed consolidated financial statements were made available to issue.

RESTRICTED CASH

As of March 31, 2023 and December 31, 2022, the

Company had $ 45.0 million and $ 44.8 million of restricted cash, respectively, of which (i) $ 29.5 million (2022:

$ 29.5 million) was held

in certain bank accounts on behalf of the Company’s customers and (ii) $ 15.5 million (2022:

$ 15.3 million) 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.

Upon 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 in November 2022, unless the investors sells the shares in the market or redeems the shares.

Notwithstanding

the sale of shares by the investors, 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:

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 a 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, mutually agreed.

The Company generally conducts its business with

creditworthy third parties.

The Company determines, on a quarterly basis, the probable losses and an allowance for credit losses determined

in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic and market considerations,

and in some cases, evaluating specific customer accounts for risk of loss.

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.

For the three months ended March 31, 2023 and

2022, the estimated credit losses to accounts receivable were minimal.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

LOANS RECEIVABLES

The Company’s

loans receivables portfolio was as follows:-

Mortgage loans

Reclassifying as:

Current portion

Non-current portion

Loans receivables, net

The interest rates on loans issued ranged between

9.00 % and 10.00 % per annum for the three months ended March 31, 2023 and 2022.

Mortgage loans and 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, which are fully collateralized

and closely monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of

the loans as of March 31, 2023 and December 31, 2022.

Estimated allowance for credit losses is determined

on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied on an assessment

of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic conditions.

If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions, including

macroeconomic events, the Company will assess the need to adjust the allowance for credit losses.

Any such resulting adjustments would

affect earnings in the period that adjustments are made.

For the three months ended March 31, 2023 and

2022, there were minimal estimated credit losses for loans.

－ NOTES RECEIVABLES

On February 24, 2023, the Company entered into

a Subscription Agreement and a Convertible Loan Note Instrument (the “Note”) (collectively the “Agreements”) with

Investment A.

Pursuant to the Agreements, the Company agrees to subscribe an aggregate amount of $ 1,673,525 notes, in batches, which are

payable on or before January 31, 2024 and bears a fixed interest rate of 8 % per annum.

The maturity of the notes receivables is on April

As of March 31, 2023, the carrying amount of the

notes receivables was $ 588,858 .

In accordance to ASC Topic 326, the Company accounts

for its allowance for credit losses on note receivable using the CECL model.

Periodic changes to the allowance for credit losses are recognized

in the condensed consolidated statements of operations.

For the three months ended March 31, 2023, there were minimal estimated credit

losses to notes receivables.

LONG-TERM INVESTMENTS, NET

Long-term investments consisted of the following:

Ownership interest

Marketable equity securities

Non-marketable equity securities:

Net carrying value

* less than 0.001%

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

in Marketable Equity Securities

Investments in equity securities, such as, marketable

securities, are accounted for at its current market value with the changes in fair value recognized in net loss.

Investment C was listed

and publicly traded on Nasdaq Stock Exchange.

During the three months ended March 31, 2023,

the Company sold 993,108 shares of Investment C at the average market price of $ 4.01 per share, resulting with a realized gain of $ 1,541,736 .

As of March 31, 2023 and December 31, 2022, Investment

C was recorded at fair value of $ 425 and $ 2,443,593 , which were traded at a closing price of $ 6.54 and $ 2.46 per share, respectively.

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 data.

The following table presents the changes in fair

value of non-market equity securities which are measured using Level 3 inputs at March 31, 2023 and December 31, 2022:

Balance at beginning of period/year

Downward adjustments

( 6,898,549 )

Upward adjustments

Foreign exchange adjustment

( 2,373,929 )

Net loss including accretion of carrying value to redemption value

Balance at end of period/year

Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities:

Downward adjustments (including impairment)

$ ( 27,682,252 )

$ ( 27,254,600 )

September 30,

Net income (loss)

Upward adjustments

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Investment income is recorded as other income

and consisted of the following:

For the three months ended March 31,

Marketable equity securities:

Unrealized gain from the changes in fair value – Investment C

Realized gain from sale of Investment C

Non-marketable equity securities

Unrealized losses (including impairment) – Investment F

Dividend income

Investment income, net

Mortgage borrowings

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.

In February 2023, the Company obtained another

mortgage loan from another finance company in Hong Kong, which bears an average interest rate at 13.75 % per annum, is repayable in February

As of March 31, 2023, the mortgage loans are secured by the office

premises of the Company, located in Hong Kong, with the aggregate carrying amount of $ 7.1 million (December 31, 2022:

$ 5.7 million).

－ 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 December 31, 2022

Change in fair value

Fair value of FSP liability as of March 31, 2023

For the three months ended March 31, 2023, the

change in fair value of FSP liability was $ 82,182 .

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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

The private warrants are accounted for as liabilities

in accordance with ASC 480 and are presented as liabilities on the unaudited condensed consolidated balance sheets.

As of March 31, 2023

and 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 due to the use of unobservable inputs.

The key inputs into the Binominal pricing model

were as follows at their measurement dates:

Risk-free interest rate

Exercise price

Warrant remaining life

As of March 31, 2023 and December 31, 2022, the

aggregate value of the private warrants was $ 3,868 and $ 4,548 , respectively.

The changes in fair value for the three months ended March

31, 2023 was $ 680 .

－ SHAREHOLDERS’ EQUITY

As of March 31, 2023 and December 31, 2022, the

Company has authorized share of 200,000,000 ordinary shares with a par value $ 0.001 .

On March 2, 2023, pursuant to the Share Award

Scheme, the Company issued 1,200,000 ordinary shares to a consultant to compensate the services rendered.

On March 21, 2023, the Company issued 2,173,913

ordinary shares to Apex Twinkle Limited as the consideration to partially settle the finder fee payable.

As of March 31, 2023 and December 31, 2022, there

were 61,750,898 and 58,376,985 ordinary shares issued and outstanding, respectively and 1,665,000 ordinary shares to be issued under the

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 as discussed herein.

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.

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 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.

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 condensed consolidated statements of operations

(see Note 11).

As of March 31, 2023 and December 31, 2022, there

were 4,600,000 public warrants and 225,000 private warrants outstanding.

On February 24, 2023, pursuant to the Share Award

Scheme, the Company registered 11,675,397 ordinary shares to be issued.

The fair value of the ordinary shares granted

under the scheme is measured based on the closing price of the Company’s ordinary shares as reported by Nasdaq Exchange on the date

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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.

During the three months

ended March 31, 2023, the Company recorded $ 2,587,800 share-based compensation expense, which is included in the operating expenses in

the unaudited condensed consolidated statements of operations.

For the restricted share units (“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.

As of March 31, 2023, total unrecognized compensation

remaining to be recognized in future periods for RSUs totaled $ 9.8 million.

They are expected to be recognized over the weighted average

period of 2.7 years.

During the three months ended March 31, 2023, the Company recorded $ 1,317,600 share-based compensation expense, which

is included in the operating expenses in the unaudited condensed consolidated statements of operations.

A summary of the activities for the Company’s

RSUs for the three months ended March 31, 2023 is as follow:

For the three months ended

March 31, 2023

Number of RSUs

Weighted Average Grant Price

Outstanding, beginning of period

Outstanding, end of period

Forgiveness of Amount Due to Shareholder

During the three months ended March 31, 2023,

TAG agreed to forgive the Company $ 3 million, in aggregate, representing certain amount due to it and treat as additional paid-in capital.

NOTE 13 － OPERATING COST AND EXPENSES

Pursuant to the terms of respective contracts,

commission expense represents certain premiums from insurance or investment products paid to agents.

Commission rates vary by market due

to local practice, competition, and regulations.

The Company charged commission expense on a systematic basis that is consistent with

the revenue recognition.

During the three months ended March 31, 2023 and

2022, the Company recorded $ 7,295,492 and $ 701,042 commission expenses, respectively.

Other General and Administrative Expenses

The Company incurred different types of expenditures

under other general and administrative expenses.

They primarily consist of depreciation of property and equipment, legal and professional

fees and management fee expenses which are allocated for certain corporate office expenses.

During the three months ended March 31, 2023 and

2022, the Company recorded $ 9,605,190 and $ 2,004,979 other general and administrative expenses, respectively.

－ INCOME TAXES

The provision

for income taxes consisted of the following:

Three months ended

Income tax (benefit) expense

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 is 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 following

table sets forth the significant components of the deferred tax liabilities and assets of the Company as of March 31, 2023 and December

Deferred tax liabilities:

Accelerated depreciation

Deferred tax assets, net:

Net operating loss carryforwards

valuation allowance

( 6,854,757 )

Accretion of carrying value to redemption value

Net loss including accretion of carrying value to redemption value

( 5,461,370 )

Deferred tax liabilities, net

As of March 31, 2023 and December 31, 2022, the

operations incurred $ 41.5 million and $ 33.1 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.

are no group relief provisions for losses or transfers of assets under Hong Kong tax regime.

Each 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.

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 March 31, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the three months

ended March 31, 2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next

12 months from March 31, 2023.

－ 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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from insurance companies.

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.;

- 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;

- Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers;

- Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business

Managing an ensemble of fintech investments.

Healthcare Business

Managing healthcare investments.

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.

Other 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.

The following tables present the summary information

by segment for the three months ended March 31, 2023 and 2022:

For the three months ended March 31, 2023

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

Commission expense

Income (loss) from operations

( 11,186,637 )

nine months ended

September 30, 2022

nine months ended

September 30, 2021

ordinary shares

Redeemable ordinary

Basic and diluted net loss per share:

Allocation of net loss including carrying value to redemption value

( 3,849,608 )

( 14,583,808 )

Investment income, net

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

For the three months ended March 31, 2022

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

inter-segment

Commission expense

(Loss) income from operations

( 1,447,062 )

( 1,010,838 )

Accretion of carrying value to redemption value

Allocation of net income (loss)

( 1,912,317 )

Investment income, net

$ 106,353,861

Denominators:

Weighted-average shares outstanding

Basic and diluted net loss per share

three months ended

September 30, 2022

All of the Company’s

customers and operations are based in Hong Kong.

16 － 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:

Accounts receivable

Amount due to 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 expenses paid by the shareholder.

In the ordinary course of business, during the

three months ended March 31, 2023 and 2022, 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 three months ended March 31,

Nature of transactions

Asset management service income

Commission expenses

Office and operating fee charge

General and administrative expense allocated

Purchase of office building from the shareholder

Payment of special dividends to the shareholder

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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

(e) Pursuant to the service agreement, the Company agreed to pay the office

and administrative 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.

the shareholder charged back the reimbursement of legal fee and debt collection fee in the ordinary course of business.

(f) Certain amounts of general and administrative expenses were

allocated by the shareholder.

(g) The Company purchased an office building from the shareholder in January

2022, based on its historical carrying amount.

(h) On January 18, 2022, TAG Asia Capital Holdings Limited approved to

declare and distribute a special dividend of $ 47 million to TAG Holdings Limited, the shareholder who represented 1 ordinary share of

TAG Asia Capital Holdings Limited.

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 Nutmeg in September 2021.

Apart from the transactions and balances detailed

elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material

related party transactions during the periods presented.

－ CONCENTRATIONS OF RISK

The Company is

exposed to the following concentrations of risk:

(a) Major customers

For the three months ended March 31, 2023, the

customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are

presented as follows:

Three months ended

September 30, 2021

ordinary shares

Redeemable ordinary

Basic and diluted net loss per share:

Allocation of net loss including carrying value to redemption value

$ ( 130,399 )

$ ( 597,860 )

$ ( 207,427 )

Accretion of carrying value to redemption value

Allocation of net income (loss)

$ ( 207,427 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income (loss) per share

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.

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 3 — CASH AND INVESTMENT HELD IN

TRUST ACCOUNT

As of September 30, 2022, investment securities

in the Company’s Trust Account consisted of $ 38,928,442 in United States Treasury Bills and $ 0 in cash.

As of December 31, 2021,

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

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

Available-for-sale marketable securities are recorded

at their estimated fair value on the accompanying September 30, 2022 and December 31, 2021 consolidated balance sheets.

The carrying value,

including gross unrealized holding gain as other comprehensive income and fair value of held to marketable securities on September 30,

2022 and December 31, 2021 is as follows:

Carrying Value

as of September 30,

2022 (Unaudited)

Gross Unrealized

September 30,

2022 (Unaudited)

Available-for-sale marketable securities

Treasury Securities

Carrying Value

as of December 31,

2021 (Audited)

Gross Unrealized

Available-for-sale marketable securities:

Treasury Securities

NOTE 4 — 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 redeemable warrant (the” Public Warrants”) and one right (the “Public

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

per whole share (see Note 6).

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

of an initial business combination.

In addition, the Company has granted 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 Public Rights are classified within shareholders’ equity as “Additional paid-in capital”

upon their issuance in accordance with ASC 815-40.

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

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

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

on the closing price paid by investors.

The Company paid an upfront underwriting discount

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 Discount”) of 4.0 % of the gross offering proceeds payable upon the Company’s completion of

the business combination.

The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely

in the event the Company completes its business combination.

In the event that the Company does not close the business combination, the

underwriter has waived its right to receive the Deferred Discount.

The underwriter is not entitled to any interest accrued on the Deferred

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 5 – 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

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

Related Party

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 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).

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

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

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

Pursuant to the terms of the current amended and restated

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

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

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

on or prior to the date of the applicable deadline.

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

to the amount of any such deposits (i.e., $460,000 for each of the first three extensions since May 2020, $594,467 for each of the next

three extensions, $546,991 for each of next two extensions, and $504,431 for each of the recent extension in May 2022 and August 2022).

Such notes would either be paid upon consummation of its initial business combination, or, at the lender’s discretion, converted

upon consummation of its business combination into additional Private Units at a price of $10.00 per unit.

On each of May 11, 2020, August 12, 2020, and November 10, 2020, the

Company issued an unsecured promissory note in an amount of $460,000 to the sponsor, pursuant to which such amount had been deposited

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

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

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

business combination until November 16, 2021.

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

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

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

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

issued an unsecured promissory note in an amount of $540,331, 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, 2022.

As of September

30, 2022 and December 31, 2021, the note payable balance of $ 5,266,243 and $ 3,710,390 , respectively.

Upon the completion of business combination,

these promissory notes were fully converted.

On May 3, 2022, the Company’s shareholders

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

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

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

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

August 16, 2022.

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

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

combination until November 16, 2022.

All these 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.

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 $ 1,645,353 on a non-interest bearing basis as of September

As of September 30, 2022 and December 31, 2021,

the Company owed a balance of $ 1,645,353 and $ 952,761 to AGBA Holding Limited, respectively.

NOTE 6 – SHAREHOLDERS’ 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 our

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, 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 founder shares to the sponsor 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 September 30, 2022 and December 31, 2021,

1,375,000 ordinary shares issued and outstanding excluding 3,362,871 and 3,646,607 shares were subject to possible redemption, respectively.

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, 2022

Other comprehensive income before reclassifications

Amounts reclassified from AOCI into interest income

Balance as of September 30, 2022

Balance as of January 1, 2021

Other comprehensive income before reclassifications

Amounts reclassified from AOCI into interest income

Balance as of September 30, 2021

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:

at any time while the warrants are exercisable,

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

if, and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the foregoing conditions are satisfied and

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

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

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

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.

ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION

The Company accounts for its ordinary shares subject

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

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

Conditionally

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

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

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 September 30, 2022 and December 31, 2021, 3,362,871 and 3,646,607 ordinary shares subject to possible redemption,

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

consolidated balance sheets.

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

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

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

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

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

On November 10, 2021, 316,503 shares were redeemed

by certain shareholders at a price of approximately $ 10.94 per share, including interest generated and extension payments deposited in

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

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

by certain shareholders at a price of approximately $ 11.24 per share, in an aggregate principal amount of $ 3,189,369 .

Nine Months Ended

September 30, 2022

Total ordinary shares issued

Share issued classified as equity

( 1,375,000 )

Share redemption

March 31, 2023

Percentage of revenues

Accounts receivable

For the three months ended March 31, 2022, 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 equivalents, restricted cash, accounts receivable, loans receivables, and notes receivables.

Cash equivalents are

maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management.

Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000 (approximately $ 63,695 ) if the bank with which an individual/a

company hold its eligible deposit fails.

As of March 31, 2023, cash and cash equivalents of $ 3.7 million and fund held in escrow of $ 29.5

million were maintained at financial institutions in Hong Kong, of which approximately $ 32.2 million was subject to credit risk.

management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, loans receivables, and notes 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

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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 loans receivables, and their related net loans receivables balance as a percentage of total loans receivables, as of March

31, 2022 and December 31, 2021 were as follows:

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.

(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 three months ended March 31, 2023 and

2022, the Company recorded the foreign exchange gain of $ 556,311 and loss of $ 480,574 , 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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

－ COMMITMENTS AND CONTINGENCIES

Litigation — From time to time, the

Company is involved in various legal proceedings and claims in the ordinary course of business.

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 March 31, 2023, the Company involved with

various 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.

This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

On February 28, 2023,

the Court granted leave for this action be set down for trial of 13 days, which the period has yet to be fixed.

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, 2021.

participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement

The case is on-going 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.

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, subject to demand, the Company is committed to purchase up to 2,500,000 shares of its issued

and outstanding ordinary shares from the investors in nine months following the consummation of Business Combination in November 2022.

As of March 31, 2023, the Company accounted the related committed liability as forward share purchase liability of $ 13,573,788 .

Notes Receivable Agreement — Pursuant

to the Agreements, subject to demand, the Company is committed to subscribe the notes of Investment A with an aggregate amount of $ 1,673,525 ,

in batches, which are payable on or before January 31, 2024.

As of March 31, 2023, the remaining committed subscription amount was $ 1,084,439 .

Capital Contribution in Investment F —

As of March 31, 2023, the remaining committed capital amount in Investment F was $ 331,432 .

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

－ SUBSEQUENT EVENTS

On April 5, 2023, the Company entered into a

sale and purchase agreement with Sony Life Singapore Pte.

Ltd., a Singapore private limited company, to purchase 100 % equity

interest in Sony Life Financial Advisers Pte.

(“SLFA”) for a cash consideration of SGD2, 500,000 (equivalent to

$ 1,882,000 ).

Ordinary shares, subject to possible redemption

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 September 30, 2022 and December

31, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30,

Quoted Prices In

Active Markets

Treasury Securities held in Trust Account*

Warrant liabilities

Quoted Prices In

Active Markets

Other Observable

Treasury Securities held in Trust Account*

Warrant liabilities

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

The private warrants

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

consolidated balance sheets.

The Company established

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

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

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

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:

September 30,

Risk-free interest rate

Exercise price

As of September

30, 2022 and December 31, 2021, the aggregate value of the private warrants was $ 0.013 and $ 0.49 million, respectively.

The change in

fair value for the nine months ended September 30, 2022 was approximately $ 477,000 .

The change in fair value for the nine months ended

September 30, 2021 was approximately $ 90,000 .

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 8 – 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 unaudited condensed consolidated financial statements.

The unaudited condensed consolidated financial statements do not

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

Registration Rights

The holders of our insider shares issued and outstanding

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

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

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

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

consummation of a business combination.

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

Underwriting Agreement

The underwriter 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 our 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 The Financial Industry Regulatory Authority (“FINRA”)

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

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

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

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

Additionally, the option

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

participating in the offering and their bona fide officers or partners.

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 our recapitalization, reorganization, merger or consolidation.

However, 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 for our initial public

NOTE 9 – RECLASSIFICATION OF PRIOR YEAR

Certain prior period amounts have been reclassified

for consistency with the current period presentation.

These reclassifications had no effect on the reported results of operations.

adjustment has been made to the Unaudited Condensed Consolidated Statement of Changes In Shareholders’ Deficit for period ended

September 30, 2022, to reclassify the Capital contribution from extension deposit to the trust account.

NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated all events or transactions

that occurred after September 30, 2022, up through the date the Company issued the unaudited condensed consolidated

financial statements.

On November 10, 2022, the Company convened its

extraordinary general meeting (the “Special Meeting”) to approve the business combination with TAG and certain of TAG’s

wholly owned subsidiaries.

An aggregate of 3,339,229 Ordinary Shares were redeemed in connection with the Special Meeting.

The final redemption

price is $ 11.617 per share redeemed.

On November 14, 2022, the Company completed its

business combination with TAG Holding Limited (“TAG”).

Through an acquisition merger, the Company has become the 100% owner

of the issued and outstanding securities of each of TAG International Limited and TAG Asia Capital Holdings Limited, each formerly wholly-owned

subsidiaries of TAG.

The post-combination company has been renamed, “AGBA Group Holding Limited” and its ordinary shares and

warrants are expected to begin trading on the Nasdaq Capital Market (“Nasdaq”) on November 15, 2022 under the ticker symbols

“AGBA” and “AGBAW” respectively.

The closing of the transaction expects to be in the third-quarter of 2023, which subjects to certain customary closing

On April 18, 2023, the Company approved a share

repurchase program authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $ 10 per share from the open market, for

a term of one year , no later than April 18, 2024.

On April 28, 2023, pursuant to the Share Award

Scheme, the Company issued 1,000,000 ordinary shares to a consultant to compensate the services to be rendered in a term of three months.

On May 3, 2023, pursuant to the Share Award Scheme,

the Company issued 100,000 ordinary shares to a consultant to compensate the services to be rendered in a term of six months.

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 unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that

occurred after March 31, 2023, up to May 15, 2023 that the unaudited condensed consolidated financial statements were available to be

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

What changed 10-Q

Item 1. Financial Statements