What changed in this filing

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Item 1A. Risk Factors

2024-03-28 compared with 2023-04-03 · 267 added, 285 removed, 1228 unchanged (31% of the section changed)

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Although we do service Chinese clients, all sales of financial products offered by us occur in Hong Kong.

We do not sell

any financial products in mainland China, and all of our customer data is maintained outside of mainland China.

Accordingly, none of

us are regulated by any regulatory authorities in mainland China.

Pursuant to the Basic Law of the Hong Kong Special Administrative

Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national

laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally

by promulgation or local legislation.

The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III

of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of

While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly

provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong.

national laws of the PRC not listed in Annex III of the Basic Law do not apply to Hong Kong-based businesses.

We do not sell any financial

products in mainland China, and all of our customer data is maintained outside of mainland China.

Accordingly, none of us are regulated

by any regulatory authorities in mainland China.

Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic

Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not

be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.

The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined

to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong.

While the National People’s

Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall

contravene the established basic policies of the PRC regarding Hong Kong.

As a result, national laws of the PRC not listed in Annex III

of the Basic Law do not apply to Hong Kong-based businesses.

However, the laws and regulations in the PRC

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with the HFCA Act if needed.

is headquartered in California and has

been inspected by the PCAOB on a regular basis.

is headquartered in California and

has been inspected by the PCAOB on a regular basis.

We believe, therefore, that WWC, P.C.

is not subject to the determinations announced by

the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors.

is not subject to the determinations announced

by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors.

is not included in the list

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or another firm) at such future time.

Our former auditor, Friedman LLP (“Friedman”),

the independent registered public accounting firm that issues the audit report included elsewhere in this annual report is subject to

laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional

Effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent

registered public accounting firm.

Friedman and Marcum are both headquartered in Manhattan, New York, and have been inspected by the

PCAOB on a regular basis, with the last inspections in 2020, and neither Friedman nor Marcum is subject to the determinations announced

by the PCAOB on December 16, 2021.

Although not currently subject, AGBA may

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Listing Regulations.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing

of Securities by Domestic Enterprises and five supporting guidelines, which became effective on March 31, 2023 (the “Overseas Listing

Regulations”).

The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas

shall complete the filing procedures with the CSRC, failing which we may be fined between RMB 1 million and RMB 10 million.

On December 28, 2021, the Cyberspace Administration

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may cause decreased economic activity in China, as evidenced by the slowing of growth of the Chinese economy since 2012.

COVID-19 has had a severe and negative impact on the Chinese economy since the first quarter of 2020.

Whether this will lead to

a prolonged downturn in the Chinese economy is still unknown.

In addition, any future escalation of the ongoing trade war between the

United States and China, regional or national instability, the ongoing impact of the COVID-19 pandemic, or the armed conflict

between Russia and Ukraine may negatively impact the growth of the Chinese economy.

Any prolonged slowdown in the Chinese economy or

adverse changes in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect

on the overall economic growth of China and may reduce the demand for our services and solutions among potential Chinese customers and

materially and adversely affect its business and results of operations.

COVID-19 had a severe and negative impact on the Chinese economy in the first half of 2020.

In addition, any future escalation of

the ongoing trade war between the United States and China, regional or national instability, or the armed conflict between Russia

and Ukraine may negatively impact the growth of the Chinese economy.

Any prolonged slowdown in the Chinese economy or adverse changes

in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall

economic growth of China and may reduce the demand for our services and solutions among potential Chinese customers and materially and

adversely affect its business and results of operations.

National laws of the PRC do not apply in Hong Kong

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for such expansion to be conducted through customer referrals and partnerships, with its actual sales activities conducted in Hong Kong.

For instance, we are currently in active discussions to establish a strategic partnership with the Potential Partner in China to provide

offshore insurance solutions to its over 20 million customers.

Accordingly, our management expects the main source of revenue from

such expansion in China to be generated from referral income.

Any expansion of our China-related activities

may expose it to additional risks, including:

● Changing global

environment, including changes in U.S., Chinese, and international trade policies;

● Challenges associated

with relying on local partners in markets that are not as familiar to AGBA, including joint

venture partners to help AGBA establish its business;

● Difficulties managing

operations in new regions, including complying with the various regulatory and legal requirements;

● Different governmental

approval or licensing requirements;

● Challenges in

recruiting sufficient suitable personnel in new markets;

● Challenges in

providing services and solutions as well as support in these new markets;

● Challenges in

attracting business partners and customers;

● Potential adverse

tax consequences;

● Foreign exchange

● Limited protection

for intellectual property rights;

● Inability to effectively

enforce contractual or legal rights;

● International

travel restrictions and temporary lock-downs due to COVID-19;

● Local political,

regulatory, and economic instability or wars, civil unrest, and terrorist incidents.

Changing global environment, including changes in U.S., Chinese, and

international trade policies;

Challenges associated with relying on local partners in markets that

are not as familiar to AGBA, including joint venture partners to help AGBA establish its business;

Difficulties managing operations in new regions, including complying

with the various regulatory and legal requirements;

Different governmental approval or licensing requirements;

Challenges in recruiting sufficient suitable personnel in new markets;

Challenges in providing services and solutions as well as support in

these new markets;

Challenges in attracting business partners and customers;

Potential adverse tax consequences;

Foreign exchange losses;

Limited protection for intellectual property rights;

Inability to effectively enforce contractual or legal rights;

Local political, regulatory, and economic instability or wars, civil

unrest, and terrorist incidents.

Moreover, changes in China’s economic,

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There have also been concerns on the relationship among China

and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and escalations

in the trade tensions between the United States and China.

and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and escalations in

the trade tensions between the United States and China.

Starting from 2018, changes in U.S.

trade policies have occurred,

including the imposition of tariffs.

These types of developments, including a potential trade war, could have a material adverse impact

on the Chinese economy and in turn on the Hong Kong economy.

On January 31, 2020, the United Kingdom ceased to be a member

of the European Union (commonly referred to as “Brexit”).

The effects of Brexit on worldwide economic and market conditions

remain uncertain.

Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability

in global financial and foreign exchange markets.

Furthermore, protests in Hong Kong in 2019, political instability in the

Korean Peninsula, a slump in commodity prices, uncertainty over interest rates in the United States, the outbreak and spread of

the COVID-19 pandemic, and the armed conflict between Russia and Ukraine have also resulted in instability and volatility in the

global financial markets.

Recently, the global stock markets have experienced extreme volatility, in reaction to the outbreak of the

conflict between Russia and Ukraine and governments’ responses thereto.

trade policies have occurred, including

the imposition of tariffs.

These types of developments, including a potential trade war, could have a material adverse impact on the Chinese

economy and in turn on the Hong Kong economy.

On January 31, 2020, the United Kingdom ceased to be a member of the European

Union (commonly referred to as “Brexit”).

The effects of Brexit on worldwide economic and market conditions remain uncertain.

Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial

and foreign exchange markets.

Furthermore, protests in Hong Kong in 2019, political instability in the Korean Peninsula, a slump

in commodity prices, uncertainty over interest rates in the United States, and the armed conflict between Russia and Ukraine have

also resulted in instability and volatility in the global financial markets.

It is unclear whether these challenges and uncertainties

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concern is dependent upon its ability to raise additional funds and implement its business plan.

Our consolidated financial statements

accompanying this annual report were prepared assuming that we will continue as a going concern, which contemplates continuity of

operations, realization of assets, and liquidation of liabilities in the normal course of business.

For the year ended

December 31, 2022, we reported approximately US$44.5 million net loss and $19.3 million net cash outflows from operating

As of December 31, 2022, we had the accumulated losses of approximately US$39.4 million and cash and cash

equivalents of $6.4 million.

Our consolidated financial statements accompanying this annual report were

prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation

of liabilities in the normal course of business.

For the year ended December 31, 2023, we reported approximately US$49.2 million

net loss and US$42.3 million net cash outflows from operating activities.

As of December 31, 2023, we had the accumulated losses

of approximately US$65.6 million and cash and cash equivalents of $1.9 million.

Our management intends to continue to monitor

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to be loss-making.

property agency segment of the Platform Business, run by OnePlatform International Property Limited (“OIP”), has historically

operated with thin profit margins.

In accordance with its contracts with property developers and agreements with its own staff, commission

income from OIP’s operations is dispersed broadly

among both the consultancy force and salespersons, often equaling up to 50% of the commission.

This significant split of commission income

has historically resulted in marginal profit for OIP.

The property agency segment of the Platform Business,

run by OnePlatform International Property Limited (“OIP”), has historically operated with thin profit margins.

In accordance

with its contracts with property developers and agreements with its own staff, commission income from OIP’s operations is dispersed

broadly among both the consultancy force and salespersons, often equaling up to 50% of the commission.

This significant split of commission

income has historically resulted in marginal profit for OIP.

In recent years, the segment has been loss-making

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developed different marketing channels to generate business from referrals, recurring business, and direct marketing, less than 15% of

the total revenue for the year ended December 31, 2022 was generated by recurring business from existing customers purchasing new

products through the Platform Business.

the total revenue for the year ended December 31, 2023 was generated by recurring business from existing customers purchasing new products

through the Platform Business.

This diffusion of our customer base requires us to constantly maintain and refresh its broad customer

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out of our control, including:

● its ability to

continually innovate technologies to keep pace with rapid technological changes;

● its ability to

continually innovate solutions in response to evolving customer demands and expectations

and intense market competition;

● its ability to

customize solutions for customers;

● customer satisfaction

with our solutions, including any new solutions that AGBA may develop, and the competitiveness

of pricing and payment terms;

● the effectiveness

of our solutions in helping customers improve efficiency, enhance service quality, and reduce

acceptance of our pricing models;

● Our ability to

transition customers from “hook products,” which AGBA provides at low or even

no charge, to products that provide more revenue and better margins;

● the success and

growth of our customers, which could be affected by general-economic and market conditions,

regulatory developments and other factors.

As many of our customers are engaged using a

transaction-based model, a reduction of transactions by its customers would adversely affect our business and results of operations.

For example, the COVID-19 pandemic may have a negative impact on business growth, project implementation, and our customers’

usage of its solutions, and thus, our revenue.

its ability to continually innovate technologies to keep pace with

rapid technological changes;

its ability to continually innovate solutions in response to evolving

customer demands and expectations and intense market competition;

its ability to customize solutions for customers;

customer satisfaction with our solutions, including any new solutions

that AGBA may develop, and the competitiveness of pricing and payment terms;

the effectiveness of our solutions in helping customers improve efficiency,

enhance service quality, and reduce costs;

customers’ acceptance of our pricing models;

Our ability to transition customers from “hook products,”

which AGBA provides at low or even no charge, to products that provide more revenue and better margins;

the success and growth of our customers, which could

be affected by general-economic and market conditions, regulatory developments and other factors.

many of our customers are engaged using a transaction-based model, a reduction of transactions by its customers would adversely

affect our business and results of operations.

In addition, we have derived some of its customers

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new trademark and domain name registrations, which efforts are ongoing.

Increased marketing expenses in the short term may be required

to familiarize our customers and the public with these new brand names.

These efforts may not result in increased revenues in the immediate

future or at all and, even if they do, any increases in revenues may not offset the expenses incurred.

If we fail to successfully promote,

protect, and maintain its brands while incurring additional expenses, its results of operations and financial condition would be adversely

affected, and its ability to grow its business may be impaired.

Increased marketing expenses in the short term may

be required to familiarize our customers and the public with these new brand names.

These efforts may not result in increased revenues

in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred.

If we fail to

successfully promote, protect, and maintain its brands while incurring additional expenses, its results of operations and financial condition

would be adversely affected, and its ability to grow its business may be impaired.

Breach of AGBA’s security measures

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Unexpected network interruptions, security

breaches, or computer virus attacks, and failures in AGBA’s information technology systems, could have a material adverse effect

on AGBA’s business, financial condition, and results of operations.

breaches, cyberattacks, or computer virus attacks, and failures in AGBA’s information technology systems, could have a material

adverse effect on AGBA’s business, financial condition, and results of operations.

Our information technology systems support all

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which did not have a material adverse impact on the business.

However, our business depends on the performance and reliability of its

internet infrastructure.

There can be no assurance that our internet infrastructure will remain sufficiently reliable for its needs.

Any failure to maintain the performance, reliability, security, or availability of its network infrastructure may cause significant damage

to its ability to attract and retain customers.

However, our business depends on the performance

and reliability of its internet infrastructure.

There can be no assurance that our internet infrastructure will remain sufficiently reliable

for its needs.

Any failure to maintain the performance, reliability, security, or availability of its network infrastructure may cause

significant damage to its ability to attract and retain customers.

Major risks involving our network infrastructure include:

● breakdowns or

system failures resulting in a prolonged shutdown of its servers;

● disruption or

failure in the national backbone networks in Hong Kong, China, and the other markets

where AGBA operates, which would make it impossible for customers to access our solutions;

● damage from natural

disasters or other catastrophic events such as typhoons, volcanic eruptions, earthquakes,

floods, telecommunications failures, or other similar events;

● any infection

by or spread of computer viruses or other system failures.

breakdowns or system failures resulting in a prolonged

shutdown of its servers;

disruption or failure in the national backbone networks

in Hong Kong, China, and the other markets where AGBA operates, which would make it impossible for customers to access our solutions;

damage from natural disasters or other catastrophic

events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events;

any infection by or spread of computer viruses or

other system failures.

Any network interruption or inadequacy that causes

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damage, or regulatory actions due to technology or other operational failures or errors, including those of our vendors or other third

As part of our normal business activities, we

collect and store or have access to certain proprietary confidential, and personal information, including information about our employees,

customers, vendors and business partners, which may be entitled to protection under a number of regulatory regimes.

The protection and

security of our network systems and our own information, as well as information relating to our employees, customers, vendors, business

partners and others, is vitally important to us.

Any failure of us to maintain the security of our network systems and the proprietary,

confidential, and personal data in our possession, including via the penetration of our network security and the misappropriation of

proprietary, confidential and personal information, could result in costly investigations and remediation, business disruption, damage

to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially

large costs, and also result in deterioration in our employees’, customers’, vendors’ and business partners’

confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition

and results of operations.

The frequency, intensity, and sophistication

of cyberattacks and data security incidents has significantly increased in recent years and is constant.

As with many other businesses,

we are continually subject to cyberattacks and the risk of data security incidents.

Due to the increased risk of these types of attacks

and incidents, we have implemented information technology and data security tools, measures, and processes designed to protect our networks

systems, services, and the personal, confidential or proprietary information in our possession, and to ensure an effective response to

any cyberattack or data security incident.

We also have privacy and data security policies in place that are designed to detect, prevent,

and/or mitigate cyberattacks and data security incidents.

Whether or not these policies, tools, and measures are ultimately successful,

the expenditures could have an adverse impact on our financial condition and results of operations, and divert management’s attention

from pursuing our strategic objectives.

As newer technologies evolve, we could be exposed to increased risks from cyberattacks, data

security events, and data breaches, including those from human error, negligence or mismanagement or from illegal or fraudulent acts.

AGBA’s inability to use software

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any future indebtedness may restrict us from taking certain actions, including, among other things:

● incurring additional

indebtedness;

● creating or incurring

● paying dividends

and distributions on, or purchase, redeem, defease, or otherwise acquire or retire for value,

capital stock;

● making repayments

or repurchases of debt that is contractually subordinated with respect to right of payment

● creating negative

pledges or restrictions on the payment of dividends or payment of other amounts owed from

subsidiaries;

● making acquisitions,

investments, loans (including guarantees), advance or capital contributions;

● engaging in consolidations,

amalgamations, mergers, liquidations, dissolutions, dispositions and/or selling, transferring,

or otherwise disposing of assets, including capital stock of subsidiaries;

● entering into

certain sale and leaseback transactions;

● engaging in certain

transactions with affiliates;

● changing material

lines of business.

incurring additional indebtedness;

creating or incurring liens;

paying dividends and distributions on, or purchase,

redeem, defease, or otherwise acquire or retire for value, capital stock;

making repayments or repurchases of debt that is contractually

subordinated with respect to right of payment or security;

creating negative pledges or restrictions on the payment

of dividends or payment of other amounts owed from subsidiaries;

making acquisitions, investments, loans (including

guarantees), advance or capital contributions;

engaging in consolidations, amalgamations, mergers,

liquidations, dissolutions, dispositions and/or selling, transferring, or otherwise disposing of assets, including capital stock

of subsidiaries;

entering into certain sale and leaseback transactions;

engaging in certain transactions with affiliates;

changing material lines of business.

There can be no guarantee that we will be able

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fires, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, extreme weather conditions, medical

epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions, including the COVID-19 pandemic.

If due to such disaster a significant portion of our team members must work remotely for an extended period, our business may be negatively

epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions.

If due to such disaster

a significant portion of our team members must work remotely for an extended period, our business may be negatively impacted.

On January 25, 2022, we purchased an office

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of US$7.2 million and partially settled by cash.

Our management expects to use this office premise for its own occupancy and to

meet its anticipated business expansion in the foreseeable period.

This transaction is not expected to affect the existing AGBA Tower

lease or current administrative service agreements.

Our management used this office premises for rental purpose.

On July 20, 2023,

we sold this office premise to an independent third party for the purchase price of $6.13 million.

AGBA may not be able to identify or pursue

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to cover our business risks.

We maintain insurance to cover its potential exposure

for claims and losses.

However, our insurance coverage may be inadequate or unavailable to protect us fully, and we may not be able to

acquire any coverage for certain types of risks such as business liability or service disruptions, and our coverage may not be adequate

to compensate us for all losses that may occur, particularly with respect to loss of business or operations.

Any business disruption,

litigation, regulatory action, outbreak of epidemic disease, or natural disaster could also expose us to substantial costs and resource

There can be no assurance that our existing insurance coverage will be sufficient to prevent us from any loss or that we will

be able to successfully claim our losses on a timely basis, or at all.

If we incur any loss that is not covered by its existing insurance

policies, or the amount of compensation that it receives is significantly less than its actual loss, our business, financial condition

and results of operations could be materially and adversely affected.

We maintain insurance to cover its potential

exposure for claims and losses.

However, our insurance coverage may be inadequate or unavailable to protect us fully, and we may not

be able to acquire any coverage for certain types of risks such as business liability or service disruptions, and our coverage may not

be adequate to compensate us for all losses that may occur, particularly with respect to loss of business or operations.

disruption, litigation, regulatory action, outbreak of epidemic disease, or natural disaster could also expose us to substantial costs

and resource diversion.

There can be no assurance that our existing insurance coverage will be sufficient to prevent us from any loss

or that we will be able to successfully claim our losses on a timely basis, or at all.

If we incur any loss that is not covered by its

existing insurance policies, or the amount of compensation that it receives is significantly less than its actual loss, our business,

financial condition and results of operations could be materially and adversely affected.

Any failure to protect the intellectual

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names and trademarks.

We are currently in the process of re-branding its business, and as part of this exercise, we is in the process

We are currently in the process of re-branding its business, and as part of this exercise, we are in the process

of obtaining domain names and trademark registrations for its new brands, such as “AGBA”, “AGBA Focus”, “AGBA

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or loss of its intellectual property.

Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims

and countersuits attacking the validity and enforceability of our intellectual property rights.

Accordingly, we may not be able to prevent

third parties from infringing upon or misappropriating its intellectual property.

Any failure to secure, protect and enforce its intellectual

property rights could substantially harm the value of our technology, products, brand, and business.

Furthermore, our efforts to enforce our intellectual property rights may be met with defenses,

counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

Accordingly, we may not

be able to prevent third parties from infringing upon or misappropriating its intellectual property.

Any failure to secure, protect and

enforce its intellectual property rights could substantially harm the value of our technology, products, brand, and business.

We may not be able to prevent others from

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secrets, and other intellectual property as critical to our business.

Unauthorized use of our intellectual property by third parties may

adversely affect our business and reputation.

We rely on a combination of intellectual property laws and contractual arrangements to protect

our proprietary rights.

It is often difficult to register, maintain, and enforce intellectual property rights in countries or regions

with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms.

Sometimes laws and regulations are subject

to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation.

standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries are uncertain

and may afford little or no effective protection of our proprietary technology, and the risk of intellectual property misappropriation

Unauthorized use of our intellectual property by third parties

may adversely affect our business and reputation.

We rely on a combination of intellectual property laws and contractual arrangements

to protect our proprietary rights.

It is often difficult to register, maintain, and enforce intellectual property rights in countries

or regions with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms.

Sometimes laws and regulations

are subject to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation.

Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries

are uncertain and may afford little or no effective protection of our proprietary technology, and the risk of intellectual property misappropriation

may be higher in these countries.

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of related parties could adversely affect our results of operations.

We expect that it will continue to enter into transactions with related

We expect that it will continue to enter into transactions with

related parties.

While we employ strong corporate governance provisions

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We operate in a variety of heavily regulated

industries in Hong Kong and globally, which expose its business activities to risks of noncompliance with an increasing body of complex

laws and regulations.

industries in Hong Kong and globally, which expose its business activities to risks of noncompliance with an increasing body of

complex laws and regulations.

Due to the heavily regulated nature of the industries

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lead to, among other things:

● loss of its licenses

and approvals to engage in its businesses;

● damage to its

reputation in the industry;

● governmental investigations

and enforcement actions;

● administrative

fines and penalties and litigation;

● civil and criminal

liability, including class action lawsuits;

● increased costs

of doing business;

● diminished ability

to sell financial products;

● inability to raise

● inability to execute

on its business strategy, including its growth plans.

loss of its licenses and approvals to engage in its

damage to its reputation in the industry;

governmental investigations and enforcement actions;

administrative fines and penalties and litigation;

civil and criminal liability, including class action

increased costs of doing business;

diminished ability to sell financial products;

inability to raise capital;

inability to execute on its business strategy, including

its growth plans.

As applicable licensing requirements and laws

evolve, it may be more difficult for our management to identify these developments comprehensively, to interpret changes accurately, and

to train our employees effectively with respect to these laws and regulations.

These difficulties potentially increase our exposure to

the risks of noncompliance with these licensing requirements, laws, and regulations, which could be detrimental to its business.

a failure to adequately vet and supervise our clients, service providers and vendors, to the extent they are covered by such licensing

requirements, laws, and regulations, may also have these negative results.

evolve, it may be more difficult for our management to identify these developments comprehensively, to interpret changes accurately,

and to train our employees effectively with respect to these laws and regulations.

These difficulties potentially increase our exposure

to the risks of noncompliance with these licensing requirements, laws, and regulations, which could be detrimental to its business.

addition, a failure to adequately vet and supervise our clients, service providers and vendors, to the extent they are covered by such

licensing requirements, laws, and regulations, may also have these negative results.

To resolve issues raised in examinations or other

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business, and prospects.

of our aspects, including brokerage and technology services to individual investors, banks, and insurance companies, insurance loss adjustment

services, online publication services relating to financial product information, facilitating consumer lending products for banks and

online small loan companies, managing and distributing various asset management products, and electronic certification services are subject

to supervision and regulation by various governmental authorities in Hong Kong or in other jurisdictions where we operate.

As we continue

to expand its solutions and product offerings, the group may be subject to new and more complex regulatory requirements.

We are also required to comply with

applicable laws and regulations in relevant jurisdictions to protect the privacy and security of its customers’ information.

and regulatory restrictions may delay, or possibly prevent, some of our solutions or services from being offered, which may have a material

adverse effect on its business, financial condition, and results of operations.

Violation of laws and regulations may also result in

severe penalties, confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.

Many of our aspects, including brokerage and

technology services to individual investors, banks, and insurance companies, insurance loss adjustment services, online publication services

relating to financial product information, facilitating consumer lending products for banks and online small loan companies, managing

and distributing various asset management products, and electronic certification services are subject to supervision and regulation by

various governmental authorities in Hong Kong or in other jurisdictions where we operate.

As we continue to expand its solutions and

product offerings, the group may be subject to new and more complex regulatory requirements.

We are also required to comply with applicable

laws and regulations in relevant jurisdictions to protect the privacy and security of its customers’ information.

Legal and regulatory

restrictions may delay, or possibly prevent, some of our solutions or services from being offered, which may have a material adverse

effect on its business, financial condition, and results of operations.

Violation of laws and regulations may also result in severe penalties,

confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.

For example, the regulatory framework governing

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disruption and other outbreaks harm the Hong Kong, Chinese, or global economy in general.

Russia’s invasion of Ukraine may present

risks to our operations and investments.

Russia’s recent military interventions in

Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries

Russia’s invasion of Ukraine may

present risks to our operations and investments.

Russia’s recent military interventions

in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries

against Russia.

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During the 12 months

ended December 31, 2022, the market price of our ordinary shares has ranged from a high of $11.65 per share (on November 3, 2022)

to a low of $1.54 per share (on December 30, 2022).

Shareholders may not be able to resell their shares at or above the price they paid

for them due to fluctuations in the market price of our stock caused by changes in our operating performance or prospects or other factors.

Some factors, in addition to the other risk factors identified above, that could have a significant effect on our stock market price

include, but are not limited to, the following:

● actual or anticipated

fluctuations in our operating results or future prospects;

● our announcements

or our competitors’ announcements of new services;

● the public’s

reaction to our press releases, our other public announcements and our filings with the SEC;

● strategic actions

by us or our competitors, such as acquisitions or restructurings;

● new laws or regulations

or new interpretations of existing laws or regulations applicable to our business;

● changes in accounting

standards, policies, guidance, interpretations, or principles;

● changes in our

growth rates or our competitors’ growth rates;

● developments regarding

our patents or proprietary rights or those of our competitors;

● our inability

to raise additional capital as needed;

● concerns or allegations

as to the safety or efficacy of our products;

● changes in financial

markets or general economic conditions;

● sales of shares

by us or members of our management team, our significant shareholders, or certain institutional

shareholders;

● changes in stock

market analyst recommendations or earnings estimates regarding our stock, other comparable

companies or our industry generally.

ended December 31, 2023, the market price of our ordinary shares has ranged from a high of $5.25 per share to a low of $0.37 per share.

Shareholders may not be able to resell their shares at or above the price they paid for them due to fluctuations in the market price

of our stock caused by changes in our operating performance or prospects or other factors.

Some factors, in addition to the other risk

factors identified above, that could have a significant effect on our stock market price include, but are not limited to, the following:

actual or anticipated fluctuations in our operating

results or future prospects;

our announcements or our competitors’ announcements

of new services;

the public’s reaction to our press releases,

our other public announcements and our filings with the SEC;

strategic actions by us or our competitors, such as

acquisitions or restructurings;

new laws or regulations or new interpretations of

existing laws or regulations applicable to our business;

changes in accounting standards, policies, guidance,

interpretations, or principles;

changes in our growth rates or our competitors’

growth rates;

developments regarding our patents or proprietary

rights or those of our competitors;

our inability to raise additional capital as needed;

concerns or allegations as to the safety or efficacy

of our products;

changes in financial markets or general economic conditions;

sales of shares by us or members of our management

team, our significant shareholders, or certain institutional shareholders;

changes in stock market analyst recommendations or

earnings estimates regarding our stock, other comparable companies or our industry generally.

Shareholders could experience substantial

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dilution of their investment as a result of subsequent exercises of outstanding warrants, or the grant of future equity-based awards.

As of December 31, 2022, an aggregate of 5,946,100 ordinary shares were reserved for issuance under our equity incentive plans,

and 4,825,000 ordinary shares were subject to warrants at an exercise $11.50 per share.

To the extent that outstanding warrants are exercised,

our existing shareholders could experience dilution.

As of December 31, 2023, an aggregate of 1,309,728 ordinary shares were reserved for issuance under our equity incentive plans, and 4,825,000

ordinary shares were subject to warrants at an exercise $11.50 per share.

To the extent that outstanding warrants are exercised, our

existing shareholders could experience dilution.

We rely on equity awards to motivate current

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markets, which could cause our share price or trading volume to decline.

UNRESOLVED STAFF COMMENTS

Not applicable.

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

What changed 10-K

Item 1A. Risk Factors