What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-28 compared with 2023-04-03 · 41 added, 25 removed, 22 unchanged (75% of the section changed)

6 unchanged sentences

and “AGBAR,” respectively.

After the completion of the Business Combination, the

post-combination company has been renamed “AGBA Group Holding Limited” and its ordinary shares and warrants began trading

on the Nasdaq Capital Market on November 15, 2022 under the ticker symbols “AGBA” and “AGBAW,” respectively.

After the completion of the Business Combination, the post-combination company has been renamed

“AGBA Group Holding Limited” and its ordinary shares and warrants began trading on the Nasdaq Capital Market on November 15,

2022 under the ticker symbols “AGBA” and “AGBAW,” respectively.

Holders of Record

after giving effect to the Business Combination, we had 58,376,985 ordinary shares issued and outstanding, and 4,825,000 warrants outstanding.

As of March 10, 2023, there were approximately 19 registered holders of record of our ordinary shares and one registered holder of record

of our warrants.

As of December 31, 2023, we had 68,661,998 ordinary shares issued and outstanding,

and 4,825,000 warrants outstanding.

As of March 26, 2024, there were 21 registered holders of record of our ordinary shares and two registered

holder of record of our warrants.

Such numbers do not include beneficial owners holding our securities through nominee names.

The actual number of holders

of our ordinary share and warrants may be greater than our record holders.

number of holders of our ordinary share and warrants may be greater than our record holders.

We have not paid any cash dividends on our ordinary

6 unchanged sentences

and will depend on our results of operations, financial condition, capital requirements and other factors that our board may deem relevant.

Purchases of Equity

Securities by the Issuer and Affiliated Purchasers

There were no purchases

of equity securities by the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Securities Exchange Act of 1934,

during the fourth quarter of our fiscal year ended December 31, 2022.

Sale of Unregistered Securities and Use of Proceeds

There have been no other

unregistered sales of equity securities during the year ended December 31, 2022, which have not been previously disclosed on a Current

Report on Form 8-K.

Purchases of Equity Securities by the Issuer

and Affiliated Purchasers

There were no purchases of equity securities by

the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Securities Exchange Act of 1934, during our fiscal year

ended December 31, 2023.

On November 7, 2023, we entered into private placement binding term sheets with an institutional investor,

our Chief Executive Officer, Mr.

Ng Wing Fai, and our management team pursuant to which we will receive gross proceeds of approximately

$5,128,960, in consideration of (i) 7,349,200 ordinary shares of our ordinary shares, and (ii) warrants to purchase up to 1,469,840 ordinary

shares at a purchase price of $0.70 per ordinary share and associated warrants.

As of December 31, 2023, the Company received the proceeds

of $1,850,310.

The Company has not completed the shares issuance as of the date of this annual report.

On April 18, 2023, our Board of Directors approved

the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”).

Under the 2023 Share Repurchase Program,

we are authorized to re-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.

of Unregistered Securities and Use of Proceeds

There have been no other unregistered sales of

equity securities during the year ended December 31, 2023, which have not been previously disclosed on a Current Report on Form 8-K.

Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2022 with

respect to the shares of the Company’s ordinary shares that may be issued under the AGBA Group Holding Limited Share Award Scheme.

The following table provides information as of

December 31, 2023 with respect to the shares of the Company’s ordinary shares that may be issued under the AGBA Group Holding Limited

Share Award Scheme.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

Weighted average exercise price of outstanding options, warrants and rights (b)

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)

Number of securities to be issued

upon exercise of outstanding options, warrants and rights

Weighted average

exercise price of outstanding options, warrants and rights

Number of securities remaining available

for future issuance under equity compensation plans (excluding securities reflected in column

Equity compensation plans approved by security holders

1 unchanged sentence

Performance Graph

We are a “smaller

reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information

required by paragraph (e) of Item 201 of Regulation S-K.

We are a “smaller reporting company,”

as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e)

of Item 201 of Regulation S-K.

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 5. Market for Registrant’s Common Equity