What changed in this filing

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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-04-03 · 1618 added, 1744 removed, 1344 unchanged (71% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

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

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

Based on this evaluation

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

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

The term “disclosure controls

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

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

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

periods specified in the SEC’s rules and forms.

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

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

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

decisions regarding required disclosure.

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

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

the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our

Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of the period covered by this Annual Report

on Form 10-K, the effectiveness of our disclosure controls and procedures.

Based on this evaluation of our disclosure controls and procedures

as of December 31, 2023, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures

as of such date are effective at the reasonable assurance level.

The term “disclosure controls and procedures,” as defined

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

and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that

it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible

controls and procedures.

Management’s Report on Internal Controls Over Financial Reporting

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

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

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

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

purposes in accordance with generally accepted accounting principles.

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

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

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

Additionally, our independent

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

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

Changes in Internal Control

over Financial Reporting

There have been no changes

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

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

financial reporting.

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally

accepted accounting principles.

As of December 31, 2023, our management assessed

the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, our management concluded that our internal controls over financial reporting was effective as of December 31,

Additionally, our independent registered public

accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404

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

Changes in Internal Control over Financial

There have been no changes in our internal control

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

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

OTHER INFORMATION

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

Chairman, Group Chief Executive Officer, and Executive Director

Shu Pei Huang, Desmond

Chairman of the Board

Group Chief Executive Officer and Executive Director

Shu Pei Huang,

Acting Group Chief Financial Officer

Wong Suet Fai, Almond

Group Chief Operating Officer/Executive Director

Jeroen Nieuwkoop

Wong Suet Fai,

Group Chief Operating Officer

Group Chief Strategy Officer

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Independent Director (1)(2)(3)

Felix Yun Pun Wong

Felix Yun Pun

Independent Director (1)(2)(3)

(1) Member of the remuneration

(2) Member of the nomination

(3) Member of the audit

(1) Member of the remuneration committee

(2) Member of the nomination committee.

(3) Member of the audit committee.

Biographical Information

is Founding Partner and Chief Executive Officer of Atlas Merchant Capital and has been since its inception in 2013.

Until 2012, Mr.

was Chief Executive of Barclays, having previously held the position of President of Barclays and was responsible for Barclays Capital

and Barclays Global Investors (“BGI”).

He became an executive director of Barclays in 2005 and was a member of the Barclays

Executive Committee.

Prior to Barclays, Mr.

Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in

the United States, Europe and Asia.

Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice

Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First

Boston Pacific.

Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading.

Ng Wing Fai Mr.

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

AGBA, since November 2022.

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

since November 2022.

Prior to joining AGBA, Mr.

Ng was the Managing Partner and Founding Partner of Primus Pacific

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

He was also previously the Managing Director of Fubon

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

acquisition activities and major change programs.

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

Asia-Pacific Financial Institutions Group at Salomon Smith Barney.

Ng graduated from the University of Cambridge and

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

Ng was the Managing Partner and Founding Partner of Primus Pacific Partners,

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

He was also previously the Managing Director of Fubon Financial Holding,

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

and major change programs.

He has previously served as the Managing Director and Head of the Asia-Pacific Financial Institutions

Group at Salomon Smith Barney.

Ng graduated from the University of Cambridge and obtained a master’s degree in business

administration from Harvard University in 1994.

Shu Pei Huang, Desmond

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among other things:

● appointing, compensating, retaining, replacing, and overseeing

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

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

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

and procedures;

● reviewing and discussing with the independent auditors regarding

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

● setting clear hiring policies for employees or former employees

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

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

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

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

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

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

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

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

independence;

● reviewing and approving any related party transaction required

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

● reviewing with management, the independent registered public

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

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

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

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

Audit Committee consists of Mr.

Brian Chan, Mr.

appointing, compensating, retaining, replacing, and overseeing the work of the independent registered public accounting firm engaged by the Company;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by the Company, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors regarding all relationships the auditors have with the Company in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and the Company to assess the independent registered public accounting firm’s independence;

reviewing and approving any related party transaction required to be disclosed pursuant to SEC regulations prior to the Company entering into such transaction;

reviewing with management, the independent registered public accounting firm, and the Company’s legal advisors, as appropriate, of any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the financial statements or accounting policies of the Company and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC, or other regulatory authorities.

The Audit Committee consists of Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong ,

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

Felix Yun Pun Wong, each of whom qualifies as an independent director according to the rules and regulations of

the SEC and Nasdaq with respect to Audit Committee membership.

We have also determined that Mr.

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of the Company include, among other things:

● reviewing and approving on an annual basis the corporate goals

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

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

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

to the remuneration of our non-employee directors;

● administering the Company’s equity compensation plans

and agreements with the Company executive officers and directors;

● reviewing and approving policies and procedures relating to

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

● assisting management in complying with registration statement

and annual report disclosure requirements;

● if required, producing a report on executive compensation to

be included in the Company’s annual proxy statement;

● reviewing and approving the Company’s overall compensation

Remuneration Committee consists of Mr.

Brian Chan, Mr.

reviewing and approving on an annual basis the corporate goals and objectives relevant to the compensation of our executive officers, evaluating their performance in light of such goals and objectives and determining, and approving the remuneration of our executive officers based on such evaluation;

reviewing, evaluating, and recommending changes, if appropriate, to the remuneration of our non-employee directors;

administering the Company’s equity compensation plans and agreements with the Company executive officers and directors;

reviewing and approving policies and procedures relating to perquisites and expense accounts of the executive officers of the Company;

assisting management in complying with registration statement and annual report disclosure requirements;

if required, producing a report on executive compensation to be included in the Company’s annual proxy statement;

reviewing and approving the Company’s overall compensation philosophy.

Our Remuneration Committee consists of Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong.

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

website after adoption.

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

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

The board of directors has adopted a new written charter for the Remuneration Committee,

which will be available on the Company’s website after adoption.

The reference to the AGBA website address in this annual report

does not include or incorporate by reference the information on the Company’s website into this annual report.

Nomination Committee

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of AGBA include, among other things:

● considering qualified candidates for positions on the board

of directors of the Company;

● creating and maintaining an evaluation process to ensure that

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

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

● making recommendations to the board of directors regarding candidates

to fill vacancies on the board;

● making recommendations to the board, regarding the size and

composition of the board;

● reviewing the membership of the various committees of the board

of directors and making recommendations for future appointments.

Nomination Committee consists of Mr.

considering qualified candidates for positions on the board of directors of the Company;

creating and maintaining an evaluation process to ensure that all directors to be nominated to the board of directors during the annual shareholders’ meeting are appropriately qualified in accordance with the company’s organizational documents and applicable law and regulations;

making recommendations to the board of directors regarding candidates to fill vacancies on the board;

making recommendations to the board, regarding the size and composition of the board;

reviewing the membership of the various committees of the board of directors and making recommendations for future appointments.

AGBA’s Nomination Committee consists of

Brian Chan, Mr.

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Felix Yun Pun Wong.

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

website after adoption.

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

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

AGBA’s board of directors has adopted a new written charter for the Nomination

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

The reference to the AGBA’s website address in this

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

Limitations on Liability and Indemnification

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Family Relationships

No family relationships

exist among any of our directors or executive officers.

No family relationships exist among any of our

directors or executive officers.

Code of Ethics

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

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

of our shares of ordinary share and other equity securities.

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

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

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

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

complied with all Section 16(a) filing requirements.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of

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

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

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

These executive officers, directors, and greater

than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that, during 2023, our directors, executive officers, and

ten percent stockholders complied with all Section 16(a) filing requirements.

EXECUTIVE COMPENSATION

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Summary Compensation Table

The following table summarizes

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

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

The following table summarizes information concerning

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

ended December 31, 2023 and 2022.

Name and Principal Position

Group Chief Executive Officer, Chairman and Executive Director

Chairman of the Board

Group Chief Executive Officer and Executive Director

SHU Pei Huang, Desmond

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Independent Director

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

Represents all amounts earned as salary during the applicable fiscal year.

For fiscal year 2023, the salary amounts have been converted to U.S.

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

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

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

December 12, 2022 and December 29, 2022

Dollars (USD) from Hong Kong Dollars (HKD) using the exchange rate of USD1 to HKD7.8 as of December 31, 2023.

For the fiscal year of 2023, these share awards were granted in December 2022 and vested in December 2023.

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

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Other Compensation

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

in which the Named Executive Officers will participate.

We continue to maintain various employee benefit

plans, including health and retirement plans, comparable to those already in place in which the Named Executive Officers will participate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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Subject to the paragraph above, the percentage

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

ownership of issued shares is based on 70,385,742 shares of the Company’s ordinary shares issued and outstanding as of February

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

Name and Address of Beneficial

Five Percent Beneficial

Owners of AGBA

Holdings Limited (1)

and Named Executive Officers of AGBA

Pei Huang, Desmond

Suet Fai, Almond

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

Name and Address of Beneficial Owner

Five Percent Beneficial Owners of AGBA

TAG Holdings Limited (1)

Directors and Named Executive Officers of AGBA

Shu Pei Huang, Desmond

Jeroen Nieuwkoop

Wong Suet Fai, Almond

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

Less than 1%.

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

beneficial shareholders.

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

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

consideration.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

TAG has undertaken not to make any such distribution to its ultimate beneficial shareholders.

Nothing in this undertaking, however, shall prevent TAG, subject to compliance with applicable law, from pledging or encumbering its AGBA shares or selling or otherwise disposing of any or all of the AGBA shares to any other person or persons for value consideration.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transaction Policy

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

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

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

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

In reviewing related person

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

or indirect interest in the transaction.

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

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

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

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

However, we believe that the

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

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

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

Insider Shares

In October 2018, AAL’s Chief Executive

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

US$0.001 per share.

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

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

Lee — the Insider Shares).

Simultaneously on February 22,

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

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

The Initial Shareholders have agreed not to transfer,

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

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

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

for cash, securities or other property;

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

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

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

Private Placement

Simultaneously with the closing of the IPO, the

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

in the aggregate.

Administrative Services Agreement

AAL entered into an agreement with its Sponsor,

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

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

This agreement expired and terminated on November 14, 2022.

Related Party Extensions Loan

Originally, according to its initial Memorandum

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

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

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

up to 21 months to consummate a business combination).

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

where AAL’s shareholders approved proposals to (i) amend the Amended and Restated Memorandum and Articles of Association to

further extend the date by which it has to consummate a business combination three times for three additional months each time from

February 16, 2021 to November 16, 2021;

and (ii) amend the investment management trust agreement, dated as of May 14,

2019 by and between AAL and Continental to allow it to further extend the time to consummate a business combination three times for three

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

On November 2, 2021, AAL held another extraordinary

meeting of shareholders where AAL’s shareholders approved proposals to (i) amend the Second Amended and Restated Memorandum

and Articles of Association to further extend the date by which it has to consummate a business combination two times for three additional months

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

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

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

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

On May 3, 2022, AAL held its annual meeting

of shareholders.

During this meeting, AAL’s shareholders approved the proposals, among other things, to (i) amend the Third

Amended and Restated Memorandum and Articles of Association to further extend the date by which it has to consummate a business combination

two times for three additional months each time from May 16, 2022 to November 16, 2022;

and (ii) amend the investment

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

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

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

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

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

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

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

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

On each of May 11, 2020, August 12,

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

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

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

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

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

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

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

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

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

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

The Notes are non-interest bearing and

are payable upon the closing of a business combination.

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

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

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

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

aggregate of 792,334 ordinary shares.

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

On November 10, 2022, our Board adopted a written

policy regarding the review and approval or disapproval by our Audit Committee of transactions between us, or any of our subsidiaries,

and any related person (defined to include our executive officers, directors or director nominees, any stockholder beneficially owning

in excess of 5% of our ordinary shares or securities exchangeable for our ordinary share, and any immediate family member of any of the

foregoing persons) (the “Related Person Transaction Policy”).

In reviewing related person transactions, our Audit Committee

considers all relevant facts and circumstances, including the extent of the related person’s direct or indirect interest in the

Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted

to participate in the deliberations or to vote on the transaction.

Certain related person transactions described

below were consummated prior to our adoption of the formal, written policy described above, and, accordingly, the foregoing policies and

procedures were not followed with respect to these transactions.

However, we believe that the terms obtained and consideration that we

paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that

would be paid or received, as applicable, in arm’s-length transactions at such time.

Administrative Services Agreements

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

Human Resource Services

Pursuant to an Agreement for Supply Services,

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

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

OIP, OWM, and HKCC.

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

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

PFPSL receives referral

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

The agreement also provides a standard mechanism for members

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

Any party thereto may terminate the agreement with

three months’ notice.

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

the Business Combination.

Real Property

On January 25, 2022, AGBA purchased an office

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

a consideration of approximately US$8.0 million.

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

of US$7.2 million and partially settled by cash.

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

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

This transaction is not expected to affect the existing Trust

Tower lease or current administrative service agreements.

CurrencyFair Stake Acquisition

On March 18, 2022, AGBA entered into a sale

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

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

OnePlatform Asset Management Limited

13 unchanged sentences

31, 2023 and 2022, JFA Capital paid OAM US$900,993 and US$900,778, respectively.

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

invest in or advise other investment funds.

The arrangement is non-exclusive, and OAM is permitted

to invest in or advise other investment funds.

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

7 unchanged sentences

December 31, 2023 and 2022, NSD Capital paid OAM US$69,150 and US$69,134, respectively, for management services.

The management of

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

LC Healthcare Fund I, L.P.

Stake Acquisition

In October 2022, AGBA entered into a sale and

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

at the historical carrying amount

of US$9.67 million.

Dividend Distribution

On January 18, 2022, TAG Asia Capital Holdings

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

who represented 1 ordinary share of TAC.

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

balance was paid by cash.

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

in Nutmeg Saving and Investment Limited in September 2021.

The management of AGBA

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

Indemnification

6 unchanged sentences

Director Independence

Our board of directors has undertaken a

review of the independence of each director.

Our board of directors has undertaken a review

of the independence of each director.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong are all non-employee

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

All of the members of our Audit

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

Felix Yun Pun Wong are all non-employee directors, all of

whom our Board has determined to be independent pursuant to Nasdaq rules.

All of the members of our Audit Committee, Nomination Committee

and Remuneration Committee are independent pursuant to Nasdaq rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

5 unchanged sentences

tax planning, and all other fees for services rendered.

The following

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

and the former principal accounting firm, Friedman

LLP for the fiscal years as shown.

The following table shows the aggregate fees from

our current principal accounting firm, WWC., P.C.

and the former principal accounting firm, Friedman LLP for the fiscal years as shown.

Years Ended December 31,

4 unchanged sentences

All Other Fees

Audit fees for the fiscal year ended December

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

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

Audit fees for the fiscal years ended December

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

31, 2023 and 2022 rendered by WWC., P.C.

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

quarterly reviews, and issuance of consents.

Audit fees for the fiscal year ended December

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

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements:

Financial Statements:

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

13 unchanged sentences

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

Amendment to the Fifth Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to AGBA’s 8-K filed with the SEC on January 3, 2024)

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

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

Description of Registrant’s Securities

Description of Registrant’s Securities (incorporated by reference to AGBA’s 10-K filed with the SEC on April 3, 2023)

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

4 unchanged sentences

Consent of WWC, P.C.

Consent of Friedman LLP

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

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

4 unchanged sentences

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

Clawback Policy

Inline XBRL Instance Document.

10 unchanged sentences

AGBA GROUP HOLDING LIMITED

April 3, 2023

March 28, 2024

/s/ Wing Fai NG

2 unchanged sentences

AGBA GROUP HOLDING LIMITED

April 3, 2023

March 28, 2024

/s/ Shu Pei Huang, Desmond

5 unchanged sentences

the capacities and on the dates indicated.

Executive Officer (Principal executive officer) and Executive Director

April 3, 2023

/s/ Wong Suet

April 3, 2023

Wong Suet Fai, Almond

April 3, 2023

/s/ Robert E.

Chairman of the Board

March 28, 2024

/s/ Wing Fai NG

Group Chief Executive Officer (Principal executive officer) and Executive Director

March 28, 2024

/s/ Brian Chan

Independent Director

April 3, 2023

March 28, 2024

/s/ Thomas Ng

Independent Director

April 3, 2023

March 28, 2024

/s/ Felix Yun Pun Wong

Independent Director

March 28, 2024

Felix Yun Pun Wong

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

INDEX TO CONSOLIDATED

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Changes in Shareholders’ Equity

4 unchanged sentences

AGBA Group Holding Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated

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

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

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

financial statements”).

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

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

Opinion on the Consolidated Financial

We have audited the accompanying

consolidated balance sheets of AGBA Group Holding Limited and subsidiaries (collectively the “Company”) as of December

31, 2023, and 2022, and the related consolidated statements of operations and comprehensive loss, cash flows, shareholders’

equity, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2023, and 2022, and the results of its operations and its cash flows in each of the years for the two-year period ended December 31,

2023, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter – Reverse Recapitalization

As discussed in Note 4, the Company entered into a

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

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

As the basis of the presentation

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

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

on the adjustments.

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

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

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

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

as going concern.

Emphasis of Matter – Going Concern

The accompanying consolidated financial statements

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

As described in Note 3 to the consolidated financial statements,

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

and reported accumulated deficit as at December 31, 2022.

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

as a going concern.

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

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

Our opinion is not modified with respect to this matter.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial

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

As discussed in Note 4 to the consolidated

financial statements, the Company incurred substantial losses during the year ended December 31, 2023.

As of December 31, 2023, the

Company had a working capital deficit and net cash outflows from operating activities.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also

described in Note 4.

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

Restatement of Previously Issued

Consolidated Financial Statements

As discussed in Note 2 to the consolidated

financial statements, the Company has restated its consolidated financial statements as of December 31, 2022 to correct certain

misstatements.

Basis for Opinion

2 unchanged sentences

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

statements based on our audit.

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor

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

As part of our audit we are required to obtain

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

the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

respond to those risks.

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

financial statements.

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

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

We believe that our audit provides a reasonable basis

for our opinion.

/s/ WWC, P.C.

Certified Public Accountants

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

San Mateo, California

April 3, 2023

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

To The Shareholders and Board of Directors and of

AGBA Group Holding Limited

Opinion on the Financial Statements

We have audited, before the effects of the reverse

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

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

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

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

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

in Note 4 are not presented herein).

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

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

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

We were not engaged to audit, review or apply

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

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

Those adjustments were audited by another registered public accounting firm.

Explanatory Paragraph — Going

The accompanying 2021 financial statements have

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

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

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

to continue as a going concern.

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

The 2021 financial statements

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

Basis for Opinion

These 2021 financial statements are the responsibility

of the Company’s management.

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

on our audit.

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with the

statements based on our audits.

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

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

federal securities laws and

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

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

The Company is not required to have, nor were

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

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

The Company is not required to have, nor were we

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

As part of our audits, we are required to obtain an understanding

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

1 unchanged sentence

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the 2021 financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

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

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

evaluating the overall presentation of the 2021 financial statements.

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

/s/ Friedman LLP

We served as the Company’s auditor

from 2021 through 2022.

Our audits included performing procedures to assess

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

that respond to those risks.

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

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

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

We believe that our audits provide

a reasonable basis for our opinion.

/s/ WWC, P.C .

Certified Public Accountants

We have served as the Company’s auditor

San Mateo, California

March 28, 2024

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

BALANCE SHEETS

7 unchanged sentences

Accounts receivable, net, related parties

Loans receivables, net

Earnest deposit, the shareholder

Consideration receivable

Loans receivable, net

Notes receivable, net

Income tax recoverable

Deposit, prepayments, and other receivables

Deposit, prepayments, and other receivables, net

Total current assets

Non-current assets:

Loans receivables, net

Rental deposit, net

Loans receivable, net

Property and equipment, net

Right-of-use asset, net

Long-term investments, net

Long-term investments, net, related party

Total non-current assets

$ 101,221,333

$ 122,510,300

LIABILITIES AND SHAREHOLDERS’ EQUITY

2 unchanged sentences

Escrow liabilities

Amount due to shareholder

Borrowings, related party

Amounts due to the holding company

Income tax payable

Lease liabilities

Forward share purchase liability

Income tax payable and provision

Total current liabilities

Long-term liabilities:

Lease liabilities

Warrant liabilities

8 unchanged sentences

Additional paid-in capital

Receivable from the shareholder

( 29,562,195 )

Accumulated other comprehensive loss

(Accumulated deficit) retained earnings

Accumulated deficit

( 65,601,152 )

( 16,395,133 )

Total shareholders’ equity

1 unchanged sentence

$ 101,221,333

$ 122,510,300

(1) Retroactively restated for the reverse recapitalization as

described in Note 4.

See accompanying

notes to the consolidated financial statements.

AGBA GROUP HOLDING LIMITED

(Formerly known

as AGBA Acquisition Limited)

See accompanying notes to the consolidated financial

AGBA GROUP HOLDING

STATEMENTS OF OPERATIONS

AND COMPREHENSIVE

(LOSS) INCOME

(Currency expressed

in United States Dollars (“US$”))

Years ended December

Interest income:

For the years ended

Interest income:

Non-interest income:

non-interest income

revenues from others

Total interest income

Non-interest income:

revenues from related parties

Operating cost and expenses:

Recurring asset management service fees

Recurring asset management service fees, related party

Total non-interest income

Total revenues from others

Operating expenses:

Interest expense

4 unchanged sentences

( 3,708,557 )

Technology expense

( 11,141,672 )

Personnel and benefit expense

Research and development expense

( 4,557,196 )

( 1,209,035 )

Other g eneral

and administrative expenses

Personal and benefit expense

( 27,217,822 )

( 21,928,504 )

operating cost and expenses

Legal and professional fees

( 13,601,274 )

( 1,265,866 )

from operations

Legal and professional fees, related party

Allowance for expected credit losses on financial instruments

( 1,077,184 )

Other general and administrative expenses

( 9,467,146 )

( 4,905,636 )

Total operating expenses

( 98,034,509 )

( 59,431,324 )

Loss from operations

( 43,845,322 )

( 28,351,097 )

Other income (expense):

Bank interest income

Interest income, related

Foreign exchange loss,

Interest income

Foreign exchange gain (loss), net

( 2,643,261 )

Loss on equity method investment

Investment loss, net

( 6,878,869 )

Investment (loss) income,

( 8,937,431 )

Change in fair value of

warrant liabilities

Change in fair value of

forward share purchase liability

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

( 5,392,293 )

Loss on settlement of forward share purchase agreement

Gain on disposal of property and equipment

Rental income

other (expense) income, net

Sundry income

Total other expense, net

( 5,074,159 )

income before income taxes

( 16,044,933 )

Loss before income taxes

( 48,919,481 )

(LOSS) INCOME

( 44,396,030 )

Income tax expense

$ ( 49,206,019 )

$ ( 44,520,635 )

Other comprehensive loss:

currency translation adjustment

COMPREHENSIVE

(LOSS) INCOME

Foreign currency translation adjustment

COMPREHENSIVE LOSS

$ ( 49,294,168 )

Weighted average number

of ordinary shares outstanding (1)

Net (loss) income per ordinary

(1) Retroactively restated for the reverse recapitalization as

described in Note 4.

$ ( 44,726,112 )

Weighted average number of ordinary shares outstanding

Basic and diluted

Net loss per ordinary share

Basic and diluted

See accompanying

1 unchanged sentence

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

1 unchanged sentence

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

Ordinary shares

Ordinary shares to be

Receivable from the

For the years

ended December 31, 2023 and 2022

shares to be issued

comprehensive

(Accumulated deficit)

(loss) income

shareholders’

Balance as of

January 1, 2021

as of January 1, 2022

$ ( 29,562,195 )

$ ( 179,461 )

Advances to the shareholder

as of January 1, 2022 (restated)

$ ( 29,562,195 )

$ ( 179,461 )

Net income for the year

currency translation adjustment

Balance as of December 31,

conversion of public and private rights into ordinary shares

of ordinary shares to settle payables

of ordinary shares to settle finder fee

costs in related to Business Combination

( 8,308,754 )

Automatic conversion of public

and private rights into ordinary shares (Note 14)

Issuance of ordinary shares

to settle payables (Note 14)

Issuance of ordinary shares

to settle finder fee (Note 14)

Transaction costs in related

to Business Combination (Note 14)

and warrants from reverse recapitalization with AGBA Acquisition Limited, net of redemption

dividend to the holding company

( 47,000,000 )

( 17,437,805 )

Shares and warrants from

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

Special dividend to the shareholder

measurement of forward share purchase liability

( 8,099,313 )

Share-based compensation

Initial measurement of forward

share purchase liability

of amounts due to the holding company

loss for the year

( 44,520,635 )

Forgiveness of amount due

to shareholder

Net loss for the year

currency translation adjustment

as of December 31, 2022 (restated)

( 16,395,133 )

of ordinary shares to settle finder fee

of holdback shares

( 1,665,000 )

of ordinary shares for private placement

of ordinary shares for commitment fee

(17) (iii),(vi),(viii)

of amounts due to the holding company

currency translation adjustment

loss for the year

( 49,206,019 )

as of December 31, 2023

1 unchanged sentence

$ ( 65,601,152 )

See accompanying

notes to the consolidated financial statements.

See accompanying notes to the consolidated financial

AGBA GROUP HOLDING

(Formerly known

as AGBA Acquisition Limited)

STATEMENTS OF CASH FLOWS

1 unchanged sentence

in United States Dollars (“US$”))

Years ended December 31,

For the years ended

Cash flows from operating activities:

Net (loss) income

$ ( 49,206,019 )

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

$ ( 44,520,635 )

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

Share-based compensation expense

Non-cash lease expense

Depreciation of property and equipment

Loss on disposal of property and equipment

Accreted interest

Provision for legal contingency loss

Foreign exchange loss, net

Investment loss (income), net

( 130,255,232 )

Loss on equity method investment

Interest income on notes receivable

Interest expense on borrowings

Foreign exchange (gain) loss, net

Investment loss, net

Allowance for expected credit losses on financial instruments

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Gain on disposal of property and equipment

Loss on settlement of forward share purchase agreement

Reversal of over-accruals staff bonus

( 3,595,028 )

Change in operating assets and liabilities:

1 unchanged sentence

( 1,187,628 )

( 1,947,089 )

Loans receivable

5 unchanged sentences

( 4,998,181 )

Lease liabilities

( 1,130,008 )

Income tax payable

4 unchanged sentences

Proceeds from sale of investments

Payment of earnest deposit, the shareholder

( 7,182,131 )

Purchase of notes receivable

Purchase of long-term investments

Addition in long-term investments, related party

( 16,228,690 )

Addition in long-term investments

( 2,904,522 )

Proceeds from redemption of corporate bonds, related party

Dividend received from long-term investments

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash (used in) provided by investing activities

Net cash provided by (used in) investing activities

( 14,188,835 )

Cash flows from financing activities:

Advances from (repayment to) the shareholder

Advances from the holding company

Settlement of forward share purchase agreement

( 13,952,683 )

Proceeds from borrowings

Dividend paid to the shareholder

Repayments of borrowings

( 6,026,937 )

Proceeds from private placement

Dividend paid to the holding company

( 17,437,805 )

Cash proceeds from reverse recapitalization, net of redemption

Repayment of bank borrowings

Net cash provided by (used in) financing activities

Net cash (used in) provided by financing activities

( 1,039,924 )

2 unchanged sentences

( 32,616,007 )

( 21,787,335 )

BEGINNING OF YEAR

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash received from income tax recoverable

Cash received from income tax refund

Cash paid for income taxes

Cash received from interest

Cash paid for interest

Reconciliation to amounts on consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

Purchase of property and equipment, through earnest deposit

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

Initial recognition of operating lease liabilities related to right-of-use asset

Forgiveness of amounts due to the holding company

Issuance of ordinary shares to settle finder fee

Issuance of ordinary shares to settle payables

Purchase of property and equipment, through earnest deposit

Special dividend to the holding company offset with amount due from the holding company

Transaction costs in related to Business Combination

Forgiveness of amount due to shareholder

Liability assumed related to forward share purchase agreement

As of December 31,

Reconciliation to amounts on consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

See accompanying

1 unchanged sentence

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

－ BUSINESS OVERVIEW AND BASIS OF PRESENTATION

NATURE OF BUSINESS AND BASIS OF PRESENTATION

AGBA Group Holding Limited (“AGBA”

or the “Company”) (formerly known as AGBA Acquisition Limited), is incorporated on October 8, 2018 in British Virgin Islands.

On November 14, 2022, the Company changed its name from “AGBA Acquisition Limited” to “AGBA Group Holding Limited”.

The Company, through its subsidiaries, is operating a wealth and health oneplatform, offering a wide range of financial service and products,

covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, lending, and real estate in overseas.

is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare

investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health,

insurance, investments and social sharing.

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.

On November 14, 2022 (“Closing Date”),

AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International

Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (“TAG”) completed the

business combination transaction and AGBA became the 100 % beneficial owner of all of the issued and outstanding shares and other equity

interest of TAG International Limited and TAG Asia Capital Holdings Limited.

Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (“TAG”) completed the business

combination transaction and AGBA became the 100 % beneficial owner of all of the issued and outstanding shares and other equity interest

of TAG International Limited and TAG Asia Capital Holdings Limited.

The transaction was accounted for as a “reverse recapitalization”

and AGBA was treated as the “acquired” company for accounting purposes (see Note 5).

Certain prior year amounts have been reclassified

for consistency with the current year presentation.

The accompanying consolidated financial statements

are presented in United States dollars (“US$” or “$”) and have been prepared in accordance with accounting principles

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

GAAP”) and pursuant to the accounting and disclosure rules and regulations

Securities and Exchange Commission (the “SEC”).

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.

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100% owned by TIL

OnePlatform International Limited (“OIL”) (amalgamated with OnePlatform Holdings Limited on August 11, 2022)

OnePlatform International Limited (“OIL”)

Hong Kong company

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100% owned by TAP

TAG Asia Capital Holdings Limited (“TAC”) (formerly known as Convoy Capital Holdings Limited)

TAG Asia Capital Holdings Limited (“TAC”)

British Virgin Islands company

Incorporated on October 26, 2015

● Issued and outstanding 1 ordinary share at $1 par value

Issued and outstanding 50,000 ordinary shares at $1 par value

Investment holding

100% owned by AGBA

OnePlatform Wealth Management Limited (“OWM”) (formerly known as GET Mdream Wealth Management Limited)

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OnePlatform Wealth Management Limited (“OWM”)

Hong Kong company

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99.89% owned by OIL

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

OnePlatform International Property Limited (“OIP”) (formerly known as Convoy International Property Consulting Limited)

OnePlatform International Property Limited (“OIP”)

Hong Kong company

3 unchanged sentences

100% owned by OIL

OnePlatform Asset Management Limited (“OAM”) (formerly known as Convoy Asset Management Limited)

OnePlatform Asset Management Limited (“OAM”)

Hong Kong company

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Issued and outstanding 1 ordinary share for HK$1

● Registered under The Hong Kong Trustee Ordinance

Provision of escrow services

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100% owned by OIL

OnePlatform Credit Limited (formerly known as Artley Finance (HK) Limited) (“OCL”)

OnePlatform Credit Limited (“OCL”)

Hong Kong company

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AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Trendy Reach Holdings Limited (“TRHL”)

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Incorporated on October 9, 2015

● Issued and outstanding 1 ordinary shares for HK$1

Issued and outstanding 1 ordinary share for HK$1

Property investment holding

100% owned by TRHL

TAG Technologies Limited (“TAGTL”) (formerly known as Convoy Technologies Limited)

TAG Technologies Limited (“TAGTL”)

British Virgin Islands company

3 unchanged sentences

100% owned by TAC

AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited) (“AGL”)

AGBA Group Limited (“AGL”)

Hong Kong company

3 unchanged sentences

100% owned by TAGTL

Tandem Fintech Limited (“TFL”) (formerly known as Hit Fintech Solutions Limited)

Tandem Fintech Limited (“TFL”)

Hong Kong company

3 unchanged sentences

100% owned by TAC

AGBA Innovation Limited

(“AGBA Innovation”)

(formerly known as OnePlatform FinBiz Solutions Limited)

AGBA Innovation Limited (“AGBA Innovation”)

Hong Kong company

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100% owned by OIL

FinLiving Limited

FinLiving Limited (“FLL”)

Hong Kong company

Incorporated on September 14, 2021

● Issued and outstanding 100 ordinary share for HK$100 ($13)

Issued and outstanding 100 ordinary shares for HK$100 ($13)

No operations since inception

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to as the “Company”.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated the accompanying consolidated

financial statements and related disclosure for the year ended December 31, 2022 that were previously included in the Form 10-K filed

with the SEC on April 3, 2023.

Restatement Background

In June 2021, the Company received the offer from

JP Morgan Chase Holdings LLC to purchase all its equity interest in Nutmeg Saving and Investment Limited (“Nutmeg”).

Nutmeg is incorporated

in the United Kingdom and engaged in the provision of online discretionary investment management services.

The cash consideration was

approximately $ 187 million (equivalent to approximately GBP 135 million) and fully received in September 2021, resulting in a realized

gain of approximately $ 139 million (equivalent to approximately GBP 101 million).

As of December 31, 2021, the Company recorded an income

tax payable of $ 23 million based on the Hong Kong profit tax rate of 16.5 %.

The Company corrected its previous conclusion

of provision of income tax liabilities of $ 23 million related to the disposal of Nutmeg.

The Company had previously believed that the

gain from the sale of Nutmeg should have been taxed at the 16.5 % profit tax rate in Hong Kong during the year of disposal, resulting in

a recorded income tax liability of $ 23 million.

After reassessing whether income tax should be provided, the Company reviewed that there

was an error resulting from the improper application of US tax law and Hong Kong tax law due to the mistaken omission of the consideration

of Hong Kong tax law, and came to the conclusion that there should be no income tax applied when selling a long-term investment in Hong

The impact of restatement

The impact of the accounting errors was a cumulative

reduction in the income tax provision of $ 23 million and a cumulative decrease in the accumulated deficit of $ 23 million, and it had no

impact on the consolidated statements of operations and comprehensive loss and the consolidated statements of cash flows for the year

ended December 31, 2022.

The following table summarized the effect of the

restatement on each financial statement line items as of and for the year ended December 31, 2022, as indicated:

Summary of restatement – consolidated

balance sheet

As of December 31, 2022

As Previously Reported

Income tax payable

$ ( 23,000,000 )

Total current liabilities

$ ( 23,000,000 )

Total liabilities

$ ( 23,000,000 )

Accumulated deficit

$ ( 39,395,133 )

$ ( 16,395,133 )

Total shareholders’ equity

Summary of restatement – consolidated

statement of changes in shareholders’ equity

For the year December 31, 2022

As Previously Reported

Balance as of January 1, 2022

Accumulated (deficit) retained earnings

Balance as of December 31, 2022

Accumulated (deficit) retained earnings

$ ( 39,395,133 )

$ ( 16,395,133 )

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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financial statements and notes.

● Basis of Presentation

The accompanying consolidated financial statements

are presented in United States dollars (“US$” or “$”) and have been prepared in accordance with accounting principles

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

GAAP”) and pursuant to the accounting and disclosure rules and

regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Business Combination was accounted for as

a reverse recapitalization in accordance with U.S.

GAAP (the “Reverse Recapitalization”).

Under this method of accounting,

AGBA is treated as the “acquired” company and both of TIL and TAC are treated as the acquirer for financial reporting purposes.

Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of TIL and TAC issuing stock for the

net assets of AGBA, accompanied by a recapitalization.

The net assets of AGBA are stated at historical cost, with no goodwill or other

intangible assets recorded.

Both of TIL and TAC were determined to be the accounting acquirer based on the following predominant factors:

● TIL and TAC’s shareholders have a majority of voting

rights in the Company;

● the Board and senior management are primarily composed of

individuals associated with TIL and TAC;

● the operations of TIL and TAC comprise the ongoing operations

of the Company.

The consolidated assets, liabilities and results

of operations prior to the Reverse Recapitalization are those of TIL and TAC.

On the Closing Date, and subject to the terms and conditions

of the Business Combination Agreement, AGBA became, through an acquisition merger, 100 % owner of the issued and outstanding shares of

each TIL and TAC, in exchange for 55,500,000 AGBA Shares.

The shares and corresponding capital amounts and losses per share, prior to

the Business Combination, have been retroactively restated in the consolidated financial statements.

● Principles of Consolidation

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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.

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

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

This may make

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

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

differences in accounting standards used.

This may make comparison

of the Company’s consolidated financial statements with another public company, which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

● Use of Estimates and Assumptions

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Significant accounting estimates reflected in the Company’s consolidated financial

statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, share-based compensation, warrant liabilities, forward share purchase liability, provision for contingent liabilities, revenue recognition,

income tax provision, deferred taxes and uncertain tax position, and allocation of expenses from the shareholder.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for expected credit losses,

notes receivable, share-based compensation, warrant liabilities, forward share purchase liability, provision for contingent liabilities,

revenue recognition, leases, income tax provision, deferred taxes and uncertain tax position, and allocation of expenses from the holding

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.

and estimates consider the geopolitical tension, inflationary and high interest rate environment and other macroeconomic factors on the

Company’s critical and significant accounting estimates.

Actual 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.

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the statements of

The reporting currency of the Company is US$

and the accompanying consolidated financial statements have been expressed in US$.

The resulting exchange differences are recorded in the statements of operations

and comprehensive loss.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The reporting currency of the Company is US$ and

the accompanying consolidated financial statements have been expressed in US$.

In addition, the Company and subsidiaries are operating

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assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with the Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830-30, Translation of

Financial Statement , using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing

during the year.

The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate

component of accumulated other comprehensive loss within the statements of changes in shareholders’ equity.

Translation of amounts from HK$ into US$ has

been made at the following exchange rates for the years ended December 31, 2022 and 2021:

Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial

Statement, using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during

The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component

of accumulated other comprehensive loss within the statements of changes in shareholders’ equity.

Translation of amounts from HK$ into US$ has been

made at the following exchange rates for the years ended December 31, 2023 and 2022:

Year-end HK$:US$ exchange rate

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of these instruments.

The Company maintains most of its bank accounts in Hong Kong.

The Company maintains most of its bank accounts in Hong Kong and Hong Kong is not protected by Federal Deposit Insurance

Corporation (“FDIC”) insurance.

However, management does not believe there is a significant risk of loss.

● Restricted Cash

Restricted cash consist of funds held in escrow

accounts reflecting (i) the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive

interest of the Company’s customers and (ii) the full obligation to an investor in connection with the Meteora Backstop Agreement

(see Note 4).

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

5 for the details of the Meteora Backstop Agreement).

The Company restricts the use of the assets underlying

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● Accounts Receivable, net

Accounts receivable include trade accounts due

from customers in insurance brokerage and asset management businesses.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Accounts receivable are recorded at the invoiced

Accounts receivable, net include trade accounts due from customers

in insurance brokerage and asset management businesses, less the allowance for expected credit losses.

Accounts receivable, net are recorded at the invoiced

amount and do not bear interest, which are due within contractual payment terms.

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Management reviews its receivables on a regular basis to determine

if the bad debt allowance is adequate and provides allowance when necessary.

The allowance is based on management’s best estimates

of specific losses on individual customer exposures, as well as the historical trends of collections.

Account balances are charged off

against the allowance or direct written-off after all means of collection have been exhausted and the likelihood of collection is not

The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if

if the allowance for expected credit losses is adequate and provides allowance when necessary.

The Company does not hold any collateral or other

credit enhancements overs its accounts receivable balances.

credit enhancements over its accounts receivable balances.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

● Loans Receivable, net

Loans receivables are carried at unpaid principal

balances, less the allowance for loan losses and charge-offs.

The loans receivables portfolio consists of real estate mortgage loans

and personal loans.

Loans receivable, net are related to

residential mortgage loans that are carried at unpaid principal and interest balances, less the allowance for expected credit losses

on loans receivable and charge-offs.

Loans are placed on nonaccrual status when they

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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

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,

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For all other loans, impairment is measured as described below

in Allowance for Loan Losses.

● Allowance for Loan Losses (“ALL”)

The adequacy of the Company’s ALL is determined,

in accordance with ASC Topic 450-20 Loss Contingencies includes management’s review of the Company’s loan portfolio,

including the identification and review of individual problem situations that may affect a borrower’s ability to repay.

management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value

of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations,

an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.

The ALL reflects management’s evaluation

of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio.

There is significant

judgment applied in estimating the ALL.

These assumptions and estimates are susceptible to significant changes based on the current environment.

Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALL even though there

may not be a decline in credit quality or an increase in potential problem loans.

in “Allowance for Expected Credit Losses on Financial Instruments”.

● Allowance for Expected Credit Losses on Financial Instruments

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 expected

credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable 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 expected credit losses.

Accounts receivable, loans

receivable, notes receivable, and deposits, prepayments, and others receivable are written off when deemed uncollectible.

of receivables previously written off are recorded as a reduction of bad debt expense.

For the years ended December 31, 2023 and 2022,

the aggregated allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables

was $ 1,077,184 and $ 16,509 , respectively.

● Deposit, prepayments, and other receivables, net

Deposit, prepayments, and other receivables, net represented the deposit

paid for technology systems and services, prepayments for various consultancy services and other operating expenses such as insurance

premium less the allowance for expected credit losses.

It is presented under the current assets of the consolidated balance sheets based

on the expected collection date.

● Rental deposit, net

Rental deposit, net represented the deposit paid

for the long-term office leases, less the allowance for expected credit losses.

It is presented under the non-current assets of the consolidated

balance sheet based on the expected collection date.

For the years ended December 31, 2023 and 2022, the Company has evaluated

the probable losses on the rental deposits and made an allowance for expected credit losses of $ 14,833 and nil , respectively.

● Long-Term Investments, net

The Company invests in debt securities, equity

securities with readily determinable fair values, equity securities that do not have readily determinable fair values, and equity method

Investment in debt securities consist of corporate

bonds issued by the Company’s shareholder.

Debt securities are classified as held-to-maturity and carried at cost, adjusted for

the amortization of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity.

premiums and discounts are recognized in interest income using the interest method over the terms of the securities.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

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.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Equity securities that do not have readily determinable

fair values mainly consist of investments in privately-held companies.

They are accounted for, at cost, less any impairment, plus or

minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

Investments in an entity in which the ownership

is greater than 20 % but less than 50 %, or where other facts and circumstances indicate that the Company has the ability to exercise significant

influence over the operating and financing policies of an entity, are accounted for using the equity method in accordance with ASC Topic

Investments – Equity Method and Joint Ventures .

Equity method investments are recorded initially at cost and adjusted

subsequently to recognize the share of the earnings, losses or other changes in capital of the investee entity after the date of acquisition.

The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when

events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

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

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● Property and Equipment, net

Property and equipment are stated at cost less

accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on the straight-line basis over the following

expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

Property and equipment, net are stated at cost

less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on the straight-line basis over the

following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual

values, if any:

Expected useful life

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Motor vehicle

Expenditures for maintenance and repairs are

charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are

Expenditure for repairs and maintenance is expensed

When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting

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In accordance with the provisions of ASC Topic

360, Impairment or Disposal of Long-Lived Assets , all long-lived assets such as property and equipment owned and held by the Company

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future

undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized

is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

No impairment losses were

recognized for the years ended December 31, 2022 and 2021.

360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company are

reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted

cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured

by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

No impairment losses were recognized for

the years ended December 31, 2023 and 2022.

● Accounts Payable

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to the Company’s financial advisors for the sale of investment funds, investment products, or insurance products.

amount approximates fair value because of the short-term maturity.

The carrying amount

approximates fair value because of the short-term maturity.

Borrowings are recognized at fair value and repayable

in the next twelve months.

Interest expense is recognized on a fixed interest rate on the consolidated statements of operations .

● Warrants Liabilities

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition

of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including

whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require

“net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent

quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded

as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

The Company accounts for

its Public Warrants as equity and the Private Warrants as liabilities.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Borrowings are initially recognized at fair value

and repayable in the next twelve months.

Subsequently, they are measured at amortized cost.

Interest expense is recognized on a fixed

interest rate on the consolidated statements of operations.

● Warrant Liabilities

The Company accounts

for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms

and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC

Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified

warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at

the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required

to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

Company accounts for its Public Warrants as equity and the Private Warrants as liabilities.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

● Revenue Recognition

The Company receives certain portion of its non-interest

The Company earns and receives most of its non-interest

income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

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

ASC Topic 606 provided the following overview

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Identify the contract(s) with a customer.

Identify the performance obligations

in the contract.

Identify the performance obligations in

the contract.

Determine the transaction price –

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a promised good or service to a customer (which is when the customer obtains control of that good or service).

The amount of revenue

recognized is the amount allocated to the satisfied performance obligation.

A performance obligation may be satisfied at a point in time

(typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

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

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The Company’s

revenue recognition policies are in compliance with ASC 606, as follows:

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.

investment products to customers, who are insurance companies and fund houses.

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 by customer, 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 THE CONSOLIDATED FINANCIAL STATEMENTS

The Company also facilitates the arrangement between

5 unchanged sentences

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.

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

5 unchanged sentences

renews the policy).

In accordance with ASC 606, Revenue Recognition:

Principal Agent Considerations , the Company evaluates the terms in the agreements with its channels and independent contractors to

determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively.

The determination

of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring

Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through

the Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers are recorded on a

gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the statements of operations.

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 consolidated statements

of operations and comprehensive loss.

The Company also offers the sale solicitation

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is signed and executed.

Recurring Asset Management Service Fees

The Company provides asset management services

to investment funds or investment product providers in exchange for recurring service fees.

Recurring service fees are determined based

on the types of investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment

of the investment products, calculated daily.

These customer contracts require the Company to provide investment management services,

which represents a performance obligation that the Company satisfies over time.

After the contract is established, there are no significant

judgments made when determining the transaction price.

As the Company provides these services throughout the contract term, for the method

of calculating recurring service fees, revenue is calculated on a daily basis over the contract term, quarterly billed and recognized.

Recurring service agreements do not include rights of return, credits or discounts, rebates, price protection, performance component

or other similar privileges and the circumstances under which the fixed percentage fees, before determined, could be not subject to clawback.

Payment of recurring service fees are normally on a regular basis (typically monthly or quarterly).

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

to investment funds or investment product providers in exchange for recurring asset management service fees.

Recurring asset management

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 asset management 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 asset management service fees are normally on a regular

basis (typically monthly or quarterly).

Interest Income

The Company offers money lending services from

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becomes 180 days delinquent.

Disaggregation

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Revenue

The Company has disaggregated its revenue from

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The following table presents the revenue streams by segments,

with the presentation of revenue categories presented on the consolidated statements of operations for the years, as indicated:

with the presentation of revenue categories presented on the consolidated statements of operations and comprehensive loss for the years

For the year ended December 31, 2023

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Asset management service

Money lending service

Real estate agency service

Real estate agency

Interest income:

Non-interest income:

Recurring service fees

Recurring asset management service fees

For the year ended December 31, 2022

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Asset management service

Money lending service

Real estate agency service

Real estate agency

Interest income:

Non-interest income:

Recurring service fees

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Recurring asset management service fees

● Rental Income

Rental income represents monthly rental received from the Company’s

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

● Cost Allocation

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.

● Cost Allocation

includes allocation of certain general and administrative, sales and marketing expenses and other operating costs paid by the shareholder.

General and administrative expenses consist primarily of payroll and related expenses of senior management and the Company’s employees,

shared management expenses, including accounting, consulting, legal support services, rent, and other expenses to provide operating support

to the related businesses.

Cost allocation includes allocation of certain

general and administrative, sales and marketing expenses and other operating costs paid by the holding company.

General and administrative

expenses consist primarily of payroll and related expenses of senior management and the Company’s employees, shared management expenses,

including accounting, consulting, legal support services, rent, and other expenses to provide operating support to the related businesses.

Allocated sales and marketing expense was mainly marketing expenses.

These allocations are made using a proportional

cost allocation method by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services

attributable to the Company.

These allocations are made using a proportional cost allocation method

by considering the proportion of revenues, headcounts as well as estimates of time spent on the provision of services attributable to

● Sales and Marketing

and marketing expenses include the costs of advertising, promotions, seminars, and other programs.

In accordance with ASC Topic 720-35,

Advertising Costs , advertising costs are expensed as incurred.

● Comprehensive (Loss) Income

Sales and marketing expenses include the costs

of advertising, promotions, seminars, and other programs.

In accordance with ASC Topic 720-35, Advertising Costs, advertising costs are

expensed as incurred.

● Research and Development

Research and development expenses include the

costs of developing software for business purpose and costs to improve the business operation flow.

All research and development costs

are expensed as incurred.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

● Comprehensive Loss

ASC Topic 220, Comprehensive Income, establishes

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

Comprehensive (loss) income as

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

Accumulated other comprehensive (loss) income, as presented

in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses

Comprehensive (loss) income as defined

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

Accumulated other comprehensive (loss) income, as presented in

the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses

on foreign currency translation.

This comprehensive (loss) income is not included in the computation of income tax expense or benefit.

● Employee Benefits

Full time employees of the Hong Kong subsidiaries

participate in a defined contribution Mandatory Provident Fund retirement benefit scheme under the Hong Kong Mandatory Provident Fund

Schemes Ordinance.

Contributions are made by both the employer and the employee at the rate of 5 % on the employee’s relevant salary,

subject to a salary cap of $ 3,846 (HK$ 30,000 ).

● Income Taxes

Income taxes are determined in accordance with

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

Under this method, deferred tax assets and liabilities

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for

how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected

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 years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 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 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

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.

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

As of December 31, 2022 and 2021, the Company did

not have any significant unrecognized uncertain tax positions.

As of December 31, 2023 and 2022, the Company did not

have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign

4 unchanged sentences

in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation.

The Company grants share awards,

including ordinary shares and restricted share units, to eligible participants.

Share-based compensation expense for share awards is

measured at fair value on the grant date.

The fair value of restricted stock with either solely a service requirement or with the combination

of service and performance requirements is based on the closing fair market value of the ordinary shares on the date of grant.

Share-based compensation expense is recognized over the awards requisite service period.

For awards with graded vesting that are subject

only to a service condition, the expense is recognized on a straight-line basis over the service period for the entire award.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

● Net (Loss) Income Per Share

The Company 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 260”) .

ASC 260 requires companies to present basic and

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

EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants)

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 divided by the weighted average ordinary share outstanding for the year.

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

an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted

For the years ended December 31, 2023 and 2022, there were no dilution impact.

● Segment Reporting

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business segments.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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:

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Insurance Brokerage Service

Facilitating the placement of insurance, investment, real estate and

other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received

from product providers, including insurance companies, fund houses and other product specialists

the placement of insurance, investment, real estate and other financial products and services to our customers, through licensed brokers,

in exchange for initial and ongoing commissions received from product providers, including insurance companies, fund houses and other

product specialists.

Platform Business

Asset Management Service

Providing access to financial products and services to licensed

Providing operational support for the submission and processing

of product applications.

Providing supporting tools for commission calculations, customer

engagement, sales team management, customer conversion, etc.

- Providing 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.

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Managing an ensemble of healthcare-related investments

All of the Company’s

revenues were generated in Hong Kong.

All of the Company’s revenues were generated

in Hong Kong for the years ended December 31, 2023 and 2022 and all of the Company’s non-current assets were located in Hong Kong

as of December 31, 2023 and 2022.

The Company follows ASC Topic 842, Leases (“ASC

Topic 842”), utilizing the modified retrospective transition method with no adjustments to comparative periods presented.

25, 2016, the FASB issued Accounting Standards Update No.

2016-02, Leases (ASC Topic 842), to increase transparency and comparability

among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing

transactions.

ASC Topic 842 requires that lessees recognize right-of-use asset and lease liabilities calculated based on the present value

of lease payments for all lease agreements with terms that are greater than twelve months.

It requires for leases longer than one year,

a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset

for the lease term, and a lease liability, representing the liability to make lease payments.

ASC Topic 842 distinguishes leases as either

a finance lease or an operating lease that affects how the leases are measured and presented in the consolidated statements of operations

and comprehensive loss and statements of cash flows.

ASC Topic 842 supersedes nearly all existing lease accounting guidance under GAAP

issued by the FASB including ASC Topic 840, Leases.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

When determining the lease term, the Company includes

options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any.

As the Company’s

leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement

date in determining the present value of lease payments.

The Company has elected to adopt the following lease policies in conjunction

with the adoption of ASU 2016-02:

(i) for leases that have lease terms of 12 months or less and does not include a purchase option that

is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements;

and (ii) the Company elected to

apply the package of practical expedients for existing arrangements entered into prior to January 1, 2021 to not reassess (a) whether

an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs.

The Company has not entered any lease agreements with lease terms of

12 months or less during the years ended December 31, 2023 and 2022.

The Company elected not to separate non-lease components from lease

therefore, it will account for lease component and the non-lease components as a single lease component when there is only

one vendor in the lease contract for the office leases.

Lease payments are fixed.

The accounting update also requires that for operating

leases, a lessee recognize interest expense on the lease liability and the amortization of the right-of-use asset as a combined expense.

In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

● Related Parties

The Company follows the ASC Topic 850-10, Related

Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850, the related parties include:

Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20, the related parties

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

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 section 825–10–15, to be accounted for by the equity method

by the investing entity;

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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

The consolidated 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.

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of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the

financial statements;

c) the dollar amounts of transactions for each of the periods for which statements of operations are presented

and the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from

or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

consolidated financial statements;

c) the dollar amounts of transactions for each of the periods for which statements of operations are

presented and the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount

due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

● Commitments and Contingencies

The Company follows the ASC Topic 450-20, Commitments

to report accounting for contingencies.

Certain conditions may exist as of the date the financial statements are issued, which may

result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses

such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related

to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates

the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or

expected to be sought therein.

If the assessment of a contingency indicates

that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability

would be accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency

is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and

an estimate of the range of possible losses, if determinable and material, would be disclosed.

The Company follows the ASC Topic 450-20, Commitments to report accounting

for contingencies.

Certain conditions may exist as of the date the consolidated 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

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 consolidated 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

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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.

information available at this time that these matters will have a material adverse effect on the Company’s financial position, results

of operations or cash flows.

However, there is no assurance that such matters will not materially and adversely affect the Company’s

business, financial position, and results of operations or cash flows.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

● Fair Value Measurement

The Company follows the guidance of the ASC Topic

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

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

value as follows:

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

are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets

that are not active, and model-based valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant inputs

are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable

Inputs are generally

unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the

asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted

cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, consideration receivable, deposits, prepayments and other

receivables, accounts payable and accrued liabilities, escrow liabilities, amount due to shareholder and borrowings approximate at their

fair values because of the short-term nature of these financial instruments.

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

fair value as follows:

Inputs are based

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

Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs;

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments:

and cash equivalents, restricted cash, accounts receivable, loans and notes receivable, deposits, prepayments and other receivables, accounts

payable and accrued liabilities, escrow liabilities, borrowings and amounts due to the holding company approximate at their fair values

because of the short-term nature of these financial instruments.

Management believes, based on the current market

prices or interest rates for similar debt instruments, the fair value of loans receivable approximates the carrying amount.

accounts for loans receivable at cost, subject to impairment testing.

accounts for loans receivable at cost, subject to expected credit losses assessment.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents information about

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

Quoted Prices in

Active Markets

Quoted Prices

in Active Markets

Significant Other

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Marketable equity securities

Non-marketable equity securities

Forward share purchase liability

Warrant liabilities

Quoted Prices in

Active Markets

As of December 31,

Quoted Prices

in Active Markets

Significant Other

1 unchanged sentence

Marketable equity securities

Non-marketable equity securities

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Forward share purchase liability

Warrant liabilities

Fair value estimates are made at a specific point

6 unchanged sentences

From time to time, new accounting pronouncements

are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company

are issued by the FASB or other standard setting bodies and adopted by the Company

as of the specified effective date.

1 unchanged sentence

are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently adopted accounting standards

In June 2016, the FASB issued Accounting Standards

Update (ASU) No.

2022-03 Fair Value Measurements (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale

Restrictions .

These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of

the unit of account of the equity security and, therefore, is not considered in measuring fair value.

This guidance is effective for

public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023.

adoption is permitted.

The Company has assessed ASU 2022-03 and early adopted the guidance during the second quarter of 2022.

did not have a material impact on the Company’s consolidated financial statements.

In June 2016, the

Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-13, Financial Instruments — Credit

Losses (Topic 326).

The new standard amends guidance on reporting credit losses for assets held at amortized cost basis

and available-for-sale debt securities.

In February 2020, the FASB issued ASU 2020-02, Financial Instruments-Credit Losses

(Topic 326) and Leases (Topic 842) — Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No.

Update to SEC Section on Effective Date Related to Accounting Standards Update No.

2016-02, Leases (Topic 842), which

amends the effective date of the original pronouncement for smaller reporting companies.

ASU 2016-13 and its amendments will

be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022.

believes the adoption will modify the way the Company analyses financial instruments, but it does not anticipate a material impact on

results of operations.

The Company is in the process of determining the effects the adoption will have on its consolidated financial

Except for the above-mentioned pronouncements,

there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of

operations and cash flows.

NOTE 3 — LIQUIDITY

AND GOING CONCERN CONSIDERATION

2016 - 13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU

ASU 2016 - 13 added a new impairment model (known as the CECL model) that is based on expected losses rather than incurred

Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses.

The CECL model applies to

most debt instruments, accounts receivables, notes receivables, loans receivable, financial guarantee contracts, and other loan commitments.

The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit

losses on assets that have a low risk of loss.

As an emerging growth company, the Company was permitted to adopt the new standard

for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

The Company has adopted the new

standard effective January 1, 2023, which didn’t have a material impact on the consolidated financial statements.

New accounting standards not yet adopted

In November 2023, the FASB issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable

Segment Disclosures.

The purpose of the update was to improve financial reporting by requiring disclosures of incremental segment information

on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses.

The amendments

in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial

Management is evaluating the impact on the Company’s consolidated financial statements.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information

within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption

of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

Except for the above-mentioned pronouncements, there are no new recent

issued accounting standards that will have a material impact on the consolidated balance sheets, statements of operations and comprehensive

loss and cash flows.

LIQUIDITY AND GOING CONCERN CONSIDERATION

The accompanying consolidated financial statements

1 unchanged sentence

and liquidation of liabilities in the normal course of business.

For the year ended December 31, 2022, the Company

reported $ 44.5 million net loss and $ 19.3 million net cash outflows from operating activities.

As of December 31, 2022, the Company had

an accumulated losses of $ 39.4 million and cash and cash equivalents of $ 6.4 million.

The ability to continue as a going concern is

dependent on the Company’s ability to successfully implement various plans.

The Company believes that it will be able to continue

to grow the Company’s revenue base and control expenditures.

In parallel, the Company continually monitors its capital structure

and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company’s business

development activities, general and administrative expenses and growth strategy.

These alternatives include external borrowings and continue

to pursue fundraising in the next twelve months.

Although there is no assurance that, if needed, the Company will be successful with

its fundraising initiatives, the Company believes that the business combination transaction significantly increases its ability to access

the capital going forward.

The consolidated financial statements do not include any adjustments that might result from the outcome of

these uncertainties.

They do not include any adjustments that might be necessary should the

Company be unable to continue as a going concern.

For the year ended December 31, 2023, the Company reported net loss

of $ 49,206,019 and net cash outflows from operating activities of $ 42,282,159 .

As of December 31, 2023, the Company had a working capital

deficit of $ 22,221,171 , an accumulated deficit of $ 65,601,152 and cash and cash equivalents of $ 1,861,223 .

The Company has determined that the prevailing

conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern

for at least one year following the date these consolidated financial statements are issued.

The ability to continue as a going concern

is dependent on the Company’s ability to successfully implement its current operating plan and fund-raising exercises.

believes that it will be able to grow its revenue base and control expenditures.

In parallel, the Company will monitor its capital structure

and operating plans and search for potential funding alternatives in order to finance the development activities and operating expenses.

These alternatives may include borrowings, raising funds through public equity or debt markets.

However, the Company cannot predict the

exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to its shareholders.

Any failure to obtain

financing when required will have a material adverse impact on the Company’s business, operation and financial result.

Certain funding alternatives have been carried

by the Company, as follows:

On September 7, 2023, the Company entered into an equity purchase agreement with Williamsburg Venture Holdings, LLC (“Williamsburg”), an independent

third party to agree to invest up to $ 50 million over a 36-month period (see Note 17).

On November 7, 2023, the Company entered into private placement binding

term sheets with an institutional investor, the Company’s Chief Executive Officer, Mr.

Ng Wing Fai, and the Company’s management

team pursuant to which the Company will receive gross proceeds of approximately $ 5,128,960 , in consideration of (i) 7,349,200 ordinary

shares of the Company, 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 (see Note 17).

The above funding alternatives were not enforceable and were subject

to being exercised the rights by the counterparties.

With these funding initiatives, the Company believes that it would be able to strengthen

its financial position, improve its liquidity, and enhance its ability to navigate the challenging market conditions.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Without realization of additional capital, there

is substantial doubt about the Company can continue as a going concern.

However, the Company has obtained adequate and continuing financial

support from its major shareholder to meet its debts as they fall due and sustain the operation through the next 12 months from the date

that these consolidated financial statements were made available to issue.

REVERSE RECAPITALIZATION WITH AGBA ACQUISITION LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 — REVERSE RECAPITALIZATION WITH

AGBA ACQUISITION LIMITED

On the Closing Date, pursuant to the Business

Combination Agreement, the following share transactions were completed:

● 4,825,000 public and private rights were automatically converted

to 482,500 ordinary shares of AGBA.

● 792,334 ordinary shares of AGBA were issued to settle the outstanding

● 555,000 ordinary shares of AGBA were issued to Apex Twinkle Limited

as the finder fee in connection with the Business Combination.

● 53,835,000 ordinary shares of AGBA were issued to TAG as consideration

for the Business Combination and 1,665,000 ordinary shares, representing as 3% holdback shares

● 4,825,000 public and private

rights were automatically converted to 482,500 ordinary shares of AGBA.

● 792,334 ordinary shares of AGBA

were issued to settle the outstanding payables.

● 555,000 ordinary shares of AGBA

were issued to Apex Twinkle Limited as the finder fee in connection with the Business Combination.

● 53,835,000 ordinary shares of

AGBA were issued to TAG as consideration for the Business Combination and 1,665,000 ordinary shares, representing as 3 % holdback shares

for indemnification purpose were reserved.

All the holdback shares will be released to TAG in six

months following the Closing.

All the holdback shares will be released to TAG in six months following the Closing.

Immediately after giving effect to the Business

28 unchanged sentences

The Meteora Backstop Agreement matures nine months after the closing of the Business

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The transaction was accounted for as a “reverse

recapitalization” in accordance with accounting principles generally accepted in the United States (“U.S.

GAAP”) because

the primary assets of AGBA would be nominal following the close of the Business Combination.

Under this method of accounting, AGBA was

treated as the “acquired” company for financial reporting purposes and both of TIL and TAC were determined to be the accounting

acquirer based on the terms of the Business Combination and other factors including:

(i) TIL and TAC’s shareholders have a majority

of the voting power of the combined company, (ii) TIL and TAC comprises a majority of the governing body of the combined company, and

TIL and TAC’s senior management comprises all of the senior management of the combined company, and (iii) TIL and TAC comprises

all of the ongoing operations of the combined entity.

Accordingly, for accounting purposes, this transaction was treated as the equivalent

of the Company issuing shares for the net assets of AGBA, accompanied by a recapitalization.

The transaction was accounted for as a

“reverse recapitalization” in accordance with U.S.

GAAP because the primary assets of AGBA would be nominal following

the close of the Business Combination.

Under this method of accounting, AGBA was treated as the “acquired” company for

financial reporting purposes and both of TIL and TAC were determined to be the accounting acquirer based on the terms of the

Business Combination and other factors including:

(i) TIL and TAC’s shareholders have a majority of the voting power of the

combined company, (ii) TIL and TAC comprises a majority of the governing body of the combined company, and TIL and TAC’s

senior management comprises all of the senior management of the combined company, and (iii) TIL and TAC comprises all of the ongoing

operations of the combined entity.

Accordingly, for accounting purposes, this transaction was treated as the equivalent of the

Company issuing shares for the net assets of AGBA, accompanied by a recapitalization.

The shares and net loss per ordinary share,

2 unchanged sentences

amount, with no goodwill or other intangible assets recorded.

Operations prior to the Reverse Recapitalization are those of TIL and TAC.

RESTRICTED CASH

As of December 31, 2022, the Company had $ 44.8

million of restricted cash, of which (i) $ 29.5 million (2021:

$ 34.5 million) was held in certain bank accounts on behalf of the Company’s

customers and (ii) $ 15.3 million (2021:

Nil) was held in an escrow account in connection with the Meteora Backstop Agreement.

For the funds held on behalf of the customers,

the Company is acted as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain

contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio.

receiving escrow funds, the Company records a corresponding escrow liability.

Pursuant to the Meteora Backstop Agreement, the

fund held in the escrow account for the forward share purchase is restricted to the Company for the nine months following the consummation

of the Business Combination, unless Meteora sells the shares in the market or redeems the shares in nine months after the closing of

the Business Combination.

Notwithstanding the sale of shares by Meteora, the restricted cash will be used to settle any of the Company’s

repurchase obligations.

Operations prior to the Reverse Recapitalization are those of TIL and

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 — RESTRICTED CASH

Pursuant to the Meteora Backstop Agreement dated

November 9, 2022, 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 (“Meteora”) sell the shares

in the market or redeems the shares.

Notwithstanding the sale of shares by Meteora, the restricted cash will be used to settle any of

the Company’s repurchase obligations.

On June 29, 2023, the Company and Meteora entered

into an agreement to early terminate the Meteora Backstop Agreement.

Prior to the termination, Meteora sold 1,191,016 shares in the open

market at a price ranging from $ 1.51 to $ 1.61 per share.

Pursuant to the early termination clauses of Meteora

Backstop Agreement, the Company released $ 14.0 million from restricted cash to settle the obligation to Meteora.

Pursuant to the termination agreement, the Company

is not obligated to purchase the remaining 124,949 shares (the “Shares”) from Meteora and they shall have no obligation to

sell the Shares to the Company.

In addition, they may dispose the Shares at its discretion in the open market not less than $ 2 per share

before September 29, 2023 and no conditions or restrictions thereafter.

As a result, the Company released the remaining $ 1.5 million from

restricted cash to settle the obligation to Meteora.

With the early termination and sale of shares

by Meteora, the forward share purchase liability (“FSP liability”) was fully settled and a loss on settlement of $ 378,895

was recorded in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

As of December 31, 2023, restricted cash included

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.

ACCOUNTS RECEIVABLE, NET

Accounts receivable,

net consisted of the following:

Accounts receivable, net consisted of the following:

As of December 31,

1 unchanged sentence

Accounts receivable – related parties

allowance for doubtful accounts

allowance for expected credit losses

Accounts receivable, net

The accounts receivable due from related parties

represented the management service rendered to the portfolio assets of related companies, which are controlled by the shareholder, for

a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested

by the final customers.

represented the management service rendered to the portfolio assets of related companies, which are controlled by the holding company,

for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values

invested by the final customers.

The amount is unsecured, interest-free and with a credit term mutually agreed.

The following table presents the activity in

the allowance for doubtful accounts:

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the activity in the

allowance for expected credit losses:

As of December 31,

Balance at beginning of year

Allowance for expected credit losses

Foreign translation adjustment

Balance at end of year

For the years ended December 31, 2022 and 2021,

the Company had no provision for the allowance of doubtful accounts.

The Company has not experienced any significant bad debt write-offs

of accounts receivable in the past.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company generally conducts its business with

creditworthy third parties.

The Company determines, on a continuing basis, the probable losses and an allowance for doubtful accounts,

based on several factors including internal risk ratings, customer credit quality, payment history, historical bad debt/write-off experience

and forecasted economic and market conditions.

Accounts receivable are written off after exhaustive collection efforts occur and the

receivable is deemed uncollectible.

In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts

is not significant.

At December 31, 2022 and 2021, no outstanding

accounts are 90 days or more past due.

－ LOANS RECEIVABLES, NET

The Company’s

loan portfolio was as follows:

The Company determines, on a quarterly basis, the probable losses and an allowance for expected 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 years ended December 31, 2023 and 2022,

the Company has assessed the probable loss and made an allowance for expected credit losses of $ 217,475 and nil on accounts receivable,

respectively.

LOANS RECEIVABLE, NET

The Company’s loans receivable, net was

As of December 31,

Mortgage loans

Personal loans to affiliates, unsecured

allowance for loan losses

Loans receivables, net

Reclassifying as:

Residential mortgage loans

allowance for expected credit losses

Loans receivable, net

Classifying as:

Current portion

Non-current portion

Loans receivables, net

Loans receivable, net

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The interest rates on loans issued ranged between

1 unchanged sentence

9.00 % to 10.00 %) per annum for the year ended December 31, 2023.

Mortgage loans are secured by collateral in

the pledge of the underlying real estate properties owned by the borrowers.

Mortgage loans are secured by collateral in the

pledge of the underlying residential properties owned by the borrowers.

As of December 31, 2023, the net carrying amount of the loans receivable

was $ 1,604,302 , which included an interest receivable of $ 40,100 .

Mortgage loans are made to either business or

individual customers in Hong Kong for a period of 3 to 25 years.

The following

table presents the activity in the allowance for loan losses for the fiscal years:

individual customers in Hong Kong for a period of 1 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 December 31, 2023 and 2022.

The following table presents the activity in the

allowance for expected credit losses:

As of December 31,

Balance at beginning of year

Allowance for expected credit losses

Foreign translation adjustment

Balance at end of year

Estimated allowance for expected 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

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 expected credit losses.

Any such resulting

adjustments would affect earnings in the period that adjustments are made.

For the years ended December 31, 2023 and 2022,

the Company had no provision for the allowance of loan losses.

Allowance for loan losses is estimated on a bi-annual

basis based on an assessment of specific evidence indicating doubtful collection, historical experience, loan balance aging and prevailing

economic conditions.

the Company has assessed the probable loss and made an allowance for expected credit losses of $ 1,225 and nil on loans receivable, respectively.

NOTES RECEIVABLE, NET

On February 24, 2023, the Company entered into a subscription agreement

and a convertible loan note instrument (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 date of the notes receivable is April 30, 2024.

As of December 31, 2023, the Company

subscribed $ 589,086 notes.

As of December 31, 2023, the net carrying amount

of the notes receivable was $ 557,003 , which including an interest receivable of $ 34,665 .

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Age Analysis of Loans by Class

Loans are considered past due if the required

principal and interest payments have not been received as of the date such payments were due.

Interest and fees continue to accrue on

past due loans until the date the loan is placed in nonaccrual status, if applicable.

The following table includes an aging analysis

of loans as of the dates indicated.

Also included in the table below are loans that are 90 days or more past due as to interest and principal

and still accruing interest, because they are well-secured and in the process of collection.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the activity in the

allowance for expected credit losses:

As of December 31,

Within credit term

90 or more days due and still accruing interest

Loan Maturity

The following

table presents the maturities of loan balances for the years presented:

Balance at beginning of year

Allowance for expected credit losses

Foreign translation adjustment

Balance at end of year

In accordance with ASC Topic 326, the Company

accounts for its allowance for expected credit losses on notes receivable using the CECL model.

Periodic changes to the allowance for

expected credit losses are recognized in the consolidated statements of operations and comprehensive loss.

For the year ended December

31, 2023, the Company has evaluated the probable losses on the notes receivable and made an allowance for expected credit losses of $ 69,581 .

— DEPOSIT, PREPAYMENTS AND OTHER RECEIVABLES , NET

Deposit, prepayment and other receivables, net consisted of the following:

As of December 31,

Within 1 year

More than 10 years

Interest on loans receivable is accrued and credited

to income as earned.

Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection

of interest or principal or (ii) when a loan becomes past due by more than 180 days (The further extension of loan past due status is

subject to management final approval and on case-by-case basis).

Credit Quality

The Company uses internally-assigned risk grades

to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all.

The Company’s

internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as,

credit risk scores, collateral and collection history.

Individual credit scores are assessed by credit bureau, such as TransUnion.

risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security.

The Company requires

collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness of the collateral valuations

on a regular basis.

Management believes that these policies effectively manage the credit risk from advances.

The Company’s internally assigned risk

grades are as follows:

Loans are of acceptable risk.

Other Assets Especially Mentioned (OAEM):

Loans have potential weaknesses that deserve management’s close attention.

Loans reflect significant

deficiencies due to several adverse trends of a financial, economic or managerial nature.

Loans have all the weaknesses

inherent in a substandard loan with added characteristics that make collection or liquidation in full based on currently existing facts,

conditions and values highly questionable or improbable.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Loans have been identified for charge-off

because they are considered uncollectible and of such little value that their continuance as bankable assets is not warranted.

The following table presents credit quality exposures

by internally assigned risk ratings as of the dates indicated:

Other receivables

allowance for expected credit losses

Deposit, prepayment and other receivables, net

The following table presents the activity in the

allowance for expected credit losses:

As of December 31,

Credit grades

－ EARNEST DEPOSIT

During the year ended December 31, 2022, the

Company made a refundable earnest deposit of $ 7.84 million for the purchase of 4,158,963 shares of Investment A from the shareholder.

The purchase price is amounted to approximately $ 6.56 million at the historical carrying amount.

The transaction was completed on April

This transaction is recorded based on the historical carrying amount to the shareholder accordingly.

As of December 31, 2021, earnest deposit represented

a refundable deposit of $ 7.18 million for the purchase of an office premises from the shareholder.

The purchase price is amounted to

approximately $ 8.00 million at the current market value.

The transaction was completed on January 25, 2022.

This transaction is recorded

based on the historical carrying amount to the shareholder accordingly.

Balance at beginning of year

Allowance for expected credit losses

Foreign translation adjustment

Balance at end of year

In accordance with ASC Topic 326, the Company accounts for its allowance

for expected credit losses on deposit and other receivables using the CECL model.

Periodic changes to the allowance for expected credit

losses are recognized in the consolidated statements of operations and comprehensive loss.

For the years ended December 31, 2023 and 2022,

the Company has evaluated the probable losses on the deposit and other receivables and made an allowance for expected credit losses of

$ 774,070 and $ 16,509 .

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

LONG-TERM INVESTMENTS, NET

1 unchanged sentence

As of December 31,

Ownership interest

Marketable equity securities:

Non-marketable equity securities:

Investment E, related party

Net carrying value

Equity Method

The Company generally accounts for the investments

in equity security under the equity method in compliance of ASC Topic 323.

Investments where the Company has significant influence,

but not control, over the investee are accounted for under the equity method.

The equity method investments are stated at cost, adjusted

for the Company’s share of the investee’s earnings or losses, which are reflected in the consolidated statements of operations.

The Company periodically reviews the investments for other than temporary declines in fair value below cost and more frequently when

events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

As of December 31, 2022, the Company had no equity

method investment as all the equity investments were disposed during the year ended December 31, 2021.

During the year ended December 31, 2021, the

Company sold the entire interest ( 51 %) in Investee A to the shareholder for a consideration of $ 159,413 at its net carrying value, resulted

with a loss on the sale of $ 32,826 .

During the year ended December 31, 2021, the

Company sold the entire interest in Investee B to JP Morgan Chase for a cash consideration of approximately $ 186.8 million, resulted

with a realized gain of approximately $ 139.2 million.

The Company received the cash proceeds of $ 184.9 million during the year ended

December 31, 2021 and the remaining balance was received in January 2022.

For the year ended December 31, 2021, the Company

recorded a loss of $ 1,596,555 on equity method investments.

Debt Securities

Investment in debt securities consist of corporate

bonds issued by the Company’s shareholder which are classified as held-to-maturity and carried at cost, adjusted for the amortization

of premiums and the accretion of discounts using the level-yield method over the remaining period until maturity.

In November 2021, the

corporate bonds were fully redeemed by the shareholder.

The Company earned the interest income of $ 203,632 for the year ended December

* Less than 0.001 %

# Decrease in percentage due to share dilution

in Marketable Equity Securities

Investments in equity securities, such as, marketable

securities, are accounted for at fair value with changes in fair value recognized in net income (loss).

During the year ended December

31, 2021, Investment C was listed and publicly traded on Nasdaq Stock Exchange in March 2021 and there was a transfer into Level 1 from

Level 3 in the fair value hierarchy of Investment C, as a result of a change in market liquidity.

As of December 31, 2022 and 2021, Investment

C was recorded at fair value of $ 2,443,593 and $ 7,795,479 , which were traded at a closing price of $ 2.46 and $ 7.85 per share, respectively.

For the years ended December 31, 2022 and 2021,

the Company had an unrealized loss of $ 5,330,652 and $ 12,398,717 , respectively in the changes in fair value.

in Non-Marketable Equity Securities

Investments in marketable equity securities are

accounted for at their current market value with changes in fair value recognized in net loss.

Investment C was listed and publicly traded

on Nasdaq Stock Exchange.

During the year ended December 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 $ 1,543,543 .

As of December 31, 2023 and 2022, Investment C

was recorded at fair value of $ 595 and $ 2,443,593 , which were traded at a closing price of $ 9.15 and $ 2.46 per share, respectively.

Investments 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

1 unchanged sentence

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.

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

2 unchanged sentences

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

is not required to determine the fair value of these investments unless impairment indicators existed.

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), net.

Fair value is estimated using the best information available, which may include cash flow projections or other available market data.

Subsequently on February 5, 2024, the Company

entered into a purchase and sale agreement with an independent third party to sell all of its equity interest in Investment F for a purchase

price of $ 2.15 million and the transaction was completed on February 19, 2024.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The following table presents the changes in fair

value of non-marketable equity securities which are measured using Level 3 inputs at December 31, 2022 and 2021:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the movement of non-marketable equity

securities as of December 31, 2023 and 2022:

As of December 31,

Balance at beginning of year

Change from Level 3 to Level 1

( 20,194,196 )

Upward adjustments

Downward adjustments

Downward adjustments (note)

( 10,092,729 )

( 6,898,549 )

Foreign exchange adjustment

1 unchanged sentence

Balance at end of year

Cumulative unrealized gains and losses, included in the carrying value of the Company’s

non-marketable equity securities:

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

As of December 31,

3 unchanged sentences

Upward adjustments

Investment income is recorded as other income

in the Company’s consolidated statements of operations and consisted of the following:

Years ended December 31,

Marketable equity securities:

Unrealized loss from the changes in fair value – Investment C

$ ( 31,137,972 )

$ ( 21,045,243 )

Investment loss, net is recorded as other expense

in the Company’s consolidated statements of operations and comprehensive loss, and consisted of the following:

For the years ended

Marketable equity securities:

Unrealized gain (loss) from the changes in fair value – Investment C

$ ( 5,330,652 )

Realized gain from sale of Investment C

Non-marketable equity securities:

Unrealized gains – Investment F

Unrealized losses (including impairment) – Investment A and B

Unrealized (loss)/gains (including impairment) – Investment F

( 9,922,184 )

Realized gains – Investee B

Unrealized (loss) (including impairment) – Investment B

Unrealized (loss) (including impairment) – Investment A

( 6,142,071 )

Dividend income

Investment (loss) income, net

Investment loss, net

$ ( 6,878,869 )

$ ( 8,937,431 )

－ PROPERTY AND EQUIPMENT, NET

equipment consisted of the following:

Downward adjustments represent unrealized

loss (including impairment) of Investment B and F of $ 170,545 and $ 9,922,184 for the year ended December 31, 2023, respectively

unrealized loss (including impairment) of Investment A and B of $ 6,142,071 , and $ 756,478 respectively).

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 — PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

As of December 31,

5 unchanged sentences

Property and equipment, net

During the year ended December 31, 2022, the

Company purchased an office premises from the shareholder, through the acquisition of TRHL and PVL, which were previously controlled

by the shareholder.

The purchase price was amounted to approximately $ 6.0 million at the net carrying value of the office premises.

transaction was completed on January 25, 2022 and recorded at the historical carrying amount accordingly.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company accounted for this acquisition as

an asset acquisition under ASC Topic 805-50 and the Company adopted the Regulation S-X and concluded that this acquisition was not significant.

Accordingly, the presentation of the assets acquired, historical financial statements under Rule 3-05 and related pro forma information

under Article 11 of Regulation S-X, respectively, are not required to be presented.

Depreciation expense for the years ended December

31, 2023 and 2022 were $ 261,323 and $ 392,873 , respectively.

For the year ended December 31, 2023, the Company

sold one of its office premises to an independent third party for a consideration of $ 6.13 million and a gain on disposal of $ 664,816

was recognized.

The office premise was pledged for a mortgage loan (see Note 13).

As of December 31,

Mortgage borrowings

Short-term borrowings, related party

In September 2022, the Company obtained a mortgage

loan from a finance company in Hong Kong, which bears interest at a fixed rate of 10.85 % per annum, is repayable in September

2023 and secured by an office premises with carrying amount of $ 5.7 million located in Hong Kong.

FORWARD SHARE PURCHASE LIABILITY

The forward share purchase liability (“FSP

liability”) under the Meteora Backstop Agreement is valued by an independent valuer using a Black-Scholes model, which is considered

to be Level 3 fair value measurement.

The following table presents a summary of the changes in fair value of the FSP liability, a Level

3 liability, measured on a recurring basis.

Fair value of FSP liability as of

November 14, 2022

Change in fair value

Fair value of FSP liability as of

December 31, 2022

For the year ended December 31, 2022, the change

in fair value of FSP liability was $ 5,392,293 , recognized in the consolidated statements of operations.

The following table presents the quantitative

information regarding Level 3 fair value measurements of the FSP liability.

loan of $ 4,457,104 (equivalent to HK$ 34,800,000 ) from a finance company in Hong Kong, which bears interest at a fixed rate of 10.85 % per

annum, was repayable in October 2023.

The loan was pledged by a fixed charge on an office premises owned by the Company.

In October 2023,

the loan was fully settled with the completion of the sale of the office premises (see Note 12).

In February 2023, the Company obtained a mortgage

loan of $ 1,793,001 (equivalent to HK$ 14,000,000 ) from a finance company in Hong Kong, which bears an average interest rate at 13.75 % per

annum and becomes repayable in February 2024.

The loan was pledged by a fixed charge on an office premises owned by the Company.

Short-term Borrowings

In September 2023, the Company

obtained a short-term borrowing of $ 5,000,000 from the Company’s major shareholder’s ultimate holding company, which

bears interest at a fixed rate of 12.00 % per annum, repayable in October 2023.

The borrowing is secured by a lien on the partial

equity interest in Investment D owned by the Company.

In October 2023, November 2023, December 2023 and February 2024, the Company

entered into certain supplementary agreements to renew and extend the maturity to November 2023, December 2023, January 2024 and

March 2024, respectively.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FORWARD SHARE PURCHASE LIABILITY (“FSP Liability”)

During the year ended December 31, 2023, pursuant

to the sale of shares by investors and early termination of the Meteora Backshop Agreement (see Note 5), FSP liability was fully settled

with a loss of $ 378,895 recorded in the consolidated statements of operations and comprehensive loss.

The FSP liability as of December 31, 2022 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 present the quantitative information regarding Level 3 fair value measurement of the FSP liability:

Risk-free interest rate

Exercise price

For the year ended December 31, 2023, the change

in fair value of FSP liability of $ 82,182 was charged to the consolidated statements of operations and comprehensive loss.

Operating lease right-of-use (“ROU”)

asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s

obligation to make lease payments arising from the lease.

Generally, the implicit rate of interest (“discount rate”) in arrangements

is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments.

The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be.

operating lease ROU asset includes any lease payments made and excludes lease incentives.

During the year ended December 31, 2023, the Company

has entered into a commercial operating lease with an independent third party for the use of an office in Hong Kong.

The lease has an

original term exceeding 1 year, but not more than 3 years with an option to renew a further term of 3 years.

At lease inception, after

consideration, the Company was certain that the renewal option would be exercised, after the original term.

The operating lease is included

in “Right-of-use asset, net” on the consolidated balance sheets and represents the Company’s right to use the underlying

asset during the lease term.

The Company’s obligation to make lease payments are included in “Lease liabilities” on

the consolidated balance sheets.

Supplemental balance sheet information related

to the operating lease was as follows:

As of December 31,

Operating lease:

Right-of-use asset

accumulated depreciation

( 1,004,432 )

Right-of-use asset, net

Lease liabilities:

Current lease liabilities

Non-current lease liabilities

Total lease liabilities

Operating lease expense for the years

ended December 31, 2023 and 2022 was $ 1,496,286 and nil , respectively, is included in other general and administrative expenses

in the consolidated statements of operations and comprehensive loss.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other supplemental information about the Company’s

operating lease as of December 31, 2023 are as follow:

Weighted average discount rate

Weighted average remaining lease term (years)

Maturities of operating lease liabilities as of December

31, 2023 were as follows:

For the year ended December 31,

Operating lease

Total minimum lease payments

imputed interest

( 2,421,972 )

Total operating lease liabilities

WARRANT LIABILITIES

Private warrants

The private warrants are accounted for as liabilities

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

As of December 31, 2022, there were 225,000

private warrants outstanding.

The fair values of the private warrants are valued

As of December 31, 2023 and 2022, there

were 225,000 private warrants outstanding.

The fair value of the private warrants is valued

by an independent valuer using a Binominal pricing model.

The warrants were classified as Level 3 at the initial measurement date due

to the use of unobservable inputs.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The 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:

As of December 31,

Risk-free interest rate

1 unchanged sentence

Warrant remaining life

As of December 31, 2022 and upon the closing of

Business Combination, the aggregate value of the private warrants was $ 4,548 and $ 13,500 , respectively.

The changes in fair value for

the year ended December 31, 2022 was $ 8,952 .

To the extent that valuation is based on models

or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment.

the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been

used had a ready market for the investments existed.

Accordingly, the degree of judgment exercised by the Company in determining fair

value is greatest for investments categorized in Level 3.

Level 3 financial liabilities consist of the private warrant liability for

which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation.

Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in

estimates or assumptions and recorded as appropriate.

As of December 31, 2023 and 2022, the aggregate

value of the private warrants was nil and $ 4,548 , respectively.

The changes in fair value for the years ended December 31, 2023 and 2022

were $ 4,548 and $ 8,952 , respectively.

Warrants – Class A

In December 2023, the Company consummated

the private placement and received cash proceeds in exchange of 2,643,300 ordinary shares and 528,660 warrants to be issued.

These warrants have

an exercise price of $ 1.00 per share and shall be exercised with more than $ 500,000 per tranche (see Note 17).

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

— SHAREHOLDERS’ EQUITY

On the Closing Date, pursuant to the Business

Combination (as described in Note 4), the following share transactions were completed:

4,825,000 public and private rights were automatically converted to

482,500 ordinary shares of AGBA.

792,334 ordinary shares of AGBA were issued to settle the outstanding

555,000 ordinary shares of AGBA were issued to Apex Twinkle Limited

as the finder fee in connection with the Business Combination.

53,835,000 ordinary shares of AGBA were issued to TAG as consideration

for the Business Combination and 1,665,000 ordinary shares, representing as 3% holdback shares were reserved.

In addition, upon the closing of the Business

Combination, pursuant to the terms of the Fifth Amended and Restated Memorandum and Articles of Association, the Company increased its

authorized share from 100,000,000 to 200,000,000 ordinary shares with a par value $0.001.

As of December 31, 2022, there were 58,376,985

ordinary shares issued and outstanding and 1,665,000 ordinary shares to be issued under the reserve.

Ordinary Shares

As of December 31, 2023 and 2022, the Company

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

Ordinary Shares transactions for the year ended

December 31, 2022

(i) On November 14, 2022, pursuant to the Business Combination (as

described in Note 5), the following share transactions were completed:

● 4,825,000 public and private rights were automatically converted to 482,500 ordinary shares of AGBA.

● 792,334 ordinary shares of AGBA were issued to settle the outstanding payables.

● 555,000 ordinary shares of AGBA were issued to Apex Twinkle Limited as the finder fee in connection with the Business Combination.

● 53,835,000 ordinary shares of AGBA were issued to TAG as consideration for the Business Combination and 1,665,000 ordinary shares, representing as 3 % holdback shares were reserved.

Ordinary Shares transactions for the year ended

December 31, 2023

(ii) On March 21, 2023, the Company issued 2,173,913 ordinary shares to Apex Twinkle Limited to partially settle

the finder fee payable.

(iii) On May 22, 2023, the Company issued 946,100 ordinary shares to the directors and officers of the Company

under the Share Award Scheme (the “Scheme”) for compensating the contributions of prior services and performance.

were approved and granted previously in December 2022.

(iv) On June 6, 2023, the holdback shares of 1,665,000 ordinary shares were fully released and issued.

(v) On December 5, 2023, the Company issued 600,000 ordinary shares to Williamsburg, an independent third party, as a commitment fee under the equity purchase agreement dated September 7, 2023.

(vi) During the year ended December 31, 2023, the Company issued

4,900,000 ordinary shares to certain consultants to compensate their services rendered.

As of December 31, 2023 and 2022, there were 68,661,998

and 58,376,985 ordinary shares issued and outstanding, respectively.

Shares To Be Issued

(vii) On November 7, 2023, the Company entered into certain term sheets

among an institutional investor, the Company’s Chief Executive Officer, Mr.

Ng Wing Fai, and the Company’s management team

for the private placement with an offering price at $ 0.70 per ordinary share.

In December 2023, the Company consummated the private placement with an

independent institutional investor and received gross proceeds of $ 1,850,310 in exchange of (i) 2,643,300 ordinary shares, and (ii) warrants

purchase up to 528,660 ordinary shares at a purchase price of $ 0.70 per ordinary share.

The warrants have an exercise price of $ 1.00 per

share and shall be exercised with more than $ 500,000 per tranche.

(viii) In December 2023, the Company settled the accrued salary of

$ 1.43 million with an aggregate of 2,210,984 ordinary shares to the directors and officers of the Company at the current market price

ranging from $ 0.442 to $ 0.70 per share.

Subsequently in February 2024, the Company

issued 435,484 shares for the settlement of the accrued salary.

Each public warrant entitles the holder thereof

to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject to adjustment as discussed herein.

warrants became exercisable 90 days after the Closing of the Business Combination and will expire five years after the Closing of the

Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Pursuant to the warrant agreement,

a warrant holder may exercise its warrants only for a whole number of shares.

This means that only an even number of warrants may be

exercised at any given time by a warrant holder.

to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares.

This means that only an even number

of warrants may be exercised at any given time by a warrant holder.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Once the warrants become exercisable, the Company

3 unchanged sentences

● 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.

● 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

1 unchanged sentence

on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that

number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the

warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below)

by (y) the fair market value.

The “fair market value” shall mean the average reported last sale price of the ordinary shares

for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of

Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis”

will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the

Company’s cash needs at such time and concerns regarding dilutive share issuances.

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

7 unchanged sentences

The private warrants are accounted as liabilities

remeasured to fair value on a recurring basis, with changes in fair value recorded to the consolidated statements of operations (see

and remeasured to fair value on a recurring basis, with changes in fair value recorded in the consolidated statements of operations (see

As of December 31, 2023 and 2022, there were 4,600,000

public warrants and 225,000 private warrants outstanding.

Each holder of a right is automatically converted

to one-tenth (1/10) of an ordinary share of the Company upon consummation of the Business Combination.

Upon the closing of Business Combination, 4,825,000

rights were automatically converted to 482,500 ordinary shares of the Company.

There were no outstanding rights as of December 31, 2022.

Forgiveness of Amount Due to Shareholder

During the year ended December 31, 2022, TAG agreed

to forgive the Company $ 6 million, in aggregate, representing certain amount due to it and treat as additional paid-in capital.

Warrant - Class A

Each warrant entitles the holder to purchase one-fifth

(1/5) of one ordinary share at a price of $ 0.70 per full share.

The warrants will be exercisable six months after the issuance date for

a period of five years after the exercise date.

The warrants have an exercise price of $ 1.00 per share and shall be exercised with more

than $ 500,000 per tranche.

As of December 31, 2023, 528,660 warrants are

to be issued under Warrant - Class A, in connection with the private placement.

Forgiveness of Amounts Due to the Holding Company

During the years ended December 31, 2023 and 2022,

the holding company of the Company agreed to forgive a debt of $ 12,593,384 and $ 6,000,000 , in aggregate, respectively, representing certain

amounts due to it and treat as additional paid-in capital.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

On January 18, 2022, TAC was approved to declare

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

dividends were paid by offsetting the receivable due from the shareholder and the remaining balance was paid by cash.

The special dividend

distribution was made due to the investment income from the sale of all equity interest in Nutmeg Saving and Investment Limited in September

SHARE-BASED COMPENSATION

Upon the Closing of the Business Combination,

all the shareholders of the Company have adopted and approved the Share Award Scheme (the “Scheme”) to recognize the contributions

to the Business Combination by the eligible participants of the Company and to retain them for the continuing operation and development

of the Company.

Pursuant to the Scheme, the maximum number of shares to be awarded under the Scheme shall not be in excess of 20 % of

the total issued and outstanding ordinary shares of the Company.

The Scheme provides for grants of share awards and restricted share

Restricted share units is the grant of a right to receive a specified number of the Company’s ordinary shares upon lapse

of a specified forfeiture condition such as completion of a specified period of service or achievement of certain specified performance.

Directors, officers, consultants, and employees of the Company, as well as others performing consulting service providers for the Company,

are eligible for grants under the Scheme.

On December 13, 2022, the Company approved and

granted 5,507,600 ordinary shares under the Scheme.

Among 5,507,600 shares, 507,600 shares granted are vested immediately on the date

of grant for compensating the contributions of prior services and performance of the eligible employees.

The remaining 5,000,000 shares

are granted as restricted share units (“RSUs”) to employees and consultants as additional compensation.

These RSUs typically

will be vested over one to four years period from 2023 to 2026.

The weighted average grant-date fair value of the shares granted during

the year ended December 31, 2022 was $ 2.47 per share.

On December 29, 2022, the Company further approved

and granted 438,500 ordinary shares to the directors and officers of the Company under the Scheme.

The share awards are granted for compensating

the contributions of prior services by certain employees and immediately vested.

The weighted average grant-date fair value of the shares

granted during the year ended December 31, 2022 was $ 1.91 per share.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Immediately following the consummation of Business

Combination, the Company’s shareholders approved the Scheme, which became effective on September 14, 2022.

Subsequently, on February

24, 2023, the Company registered 11,675,397 ordinary shares to be issued under the Scheme.

The fair value of the ordinary shares granted

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

For those vested immediately on the date of grant, the fair value is recognized as share-based compensation expense in the consolidated

statements of operations.

For the RSUs, the fair value is recognized over the period based on the derived service period (usually the

vesting period), on a straight-line basis.

The valuations assume no dividends will be paid.

The Company has assumed 10 % forfeitures for

restricted share units.

At December 31, 2022,

total unrecognized compensation remaining to be recognized in future periods totalled $ 12.33 million for RSUs and they are expected to

be recognized over the weighted average period of 2.7 years.

The Company recorded $ 2,088,725 share-based compensation expense for the

year ended December 31, 2022, which is included in the operating expenses in the consolidated statements of operations.

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

For those ordinary shares vested immediately on the date of grant, the fair value is recognized as share-based compensation

expense in the consolidated statements of operations and comprehensive loss.

Share-based compensation

On May 22, 2023, the Company issued 946,100 ordinary

shares to compensate the contributions of prior services and performance of the eligible employees, directors and officers, which was

approved and granted previously in December 2022.

Restricted Share Units (“RSUs”)

In December 2022, the Company approved and granted

5,000,000 ordinary shares as RSUs to employees and consultants as additional compensation under the Scheme.

These RSUs typically will

be vested over one to four years period from 2023 to 2026.

For the RSUs, the fair value is recognized over

the period based on the derived service period (usually the vesting period), on a straight-line basis.

The valuations assume no dividends

will be paid.

The Company has assumed 10 % forfeitures.

During the year ended December 31, 2023, the Company recorded $ 1,856,732

share-based compensation expense, which is included in the personal and benefit expenses in the consolidated statements of operations

and comprehensive loss.

As of December 31, 2023, total unrecognized compensation

remaining to be recognized in future periods for RSUs totaled $ 1.9 million.

They are expected to be recognized over the weighted average

period of 1.67 years.

A summary of the activities for the Company’s

RSUs for the year ended December 31, 2022 is as follow:

Year ended December 31, 2022

Number of RSUs

Weighted Average Grant Price

RSUs as of December 31, 2023 and 2022 is as follow:

As of December 31,

Outstanding, beginning of year

( 3,343,730 )

Outstanding, end of year

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NET (LOSS) INCOME PER SHARE

On the Closing Date, the Company completed the

Business Combination with both of TIL and TAC, whereby the Company received 55,500,000 shares in exchange for all of its share capital.

The effect of the Business Combination was recast to reflect the reverse recapitalization as of January 1, 2021, and will be utilized

for the calculation of earnings per share in all prior periods.

The per share amounts have been updated to show the effect of the exchange

on earnings per share as if the exchange occurred at the beginning of both fiscal years for the consolidated financial statements of

The impact of the stock exchange is also shown on the Company’s consolidated statements of changes in shareholders’

Since the Company reported a net loss for the

year ended December 31, 2022, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net

loss per share for the year ended December 31, 2022, as the potential dilutive securities are anti-dilutive.

Years ended December 31,

Net (loss) income attributable to the Company’s shareholders

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

OPERATING EXPENSES

Commission Expense

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 years ended December 31, 2023 and 2022,

the Company recorded $ 37,287,519 and $ 18,823,458 commission expenses, respectively.

Personnel and Benefit Expense

Personnel and benefit expense mainly consisted

of salaries and bonus paid and payable to the employees of the Company.

During the year ended December 31, 2023, the Company reversed

the annual bonus of $ 3.6 million that was already accrued for the year ended December 31, 2022.

During the years ended December 31, 2023 and 2022,

the Company recorded $ 27,217,822 and $ 21,928,504 personnel and benefit expense, respectively.

Legal and Professional Fees

Legal and professional fees mainly consisted of

certain professional consulting services in legal, audit, accounting and taxation, and others.

During the years ended December 31, 2023 and 2022,

the Company recorded $ 13,601,274 and $ 1,265,866 legal and professional fees, respectively.

During the years ended December 31, 2023 and 2022,

the Company recorded $ 333,332 and nil legal and professional fees, related party, 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 and management fee expenses

which are allocated for certain corporate office expenses.

During the years ended December 31, 2023 and 2022,

the Company recorded $ 9,467,146 and $ 4,905,636 other general and administrative expenses, respectively.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NET LOSS PER SHARE

As the Company reported a net loss for the years

ended December 31, 2023 and 2022, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted

net loss per share for the years ended December 31, 2023 and 2022, as the potential dilutive securities are anti-dilutive.

For the years ended

Net loss attributable to the Company’s shareholders

$ ( 49,206,019 )

Weighted average ordinary shares outstanding

Net (loss) income per share

For the year ended December

31, 2022, diluted weighted average ordinary shares outstanding is equal to basic weighted average ordinary shares, due to the Company’s

net loss position.

Hence, no ordinary shares equivalents were included in the computation of diluted net loss per share since such inclusion

would have been antidilutive.

$ ( 44,520,635 )

Weighted average shares outstanding

- Basic and diluted

Net loss per share

- Basic and diluted

For the years ended December 31, 2023 and 2022,

diluted weighted average ordinary shares outstanding is equal to basic weighted average ordinary shares, due to the Company’s net loss

Hence, no ordinary shares equivalents were included in the computation of diluted net loss per share since such inclusion would

have been antidilutive.

The following potentially dilutive securities

outstanding have been excluded from the computation of diluted weighted average shares outstanding, because such securities had an antidilutive

Years ended December 31,

As of December 31,

Shares to be issued (Note 17):

- 3 % Holdback shares

- Private placement

- Settlement of accrued salary

Public and private warrants (Note 17)

Shares award granted (Note 15)

Warrant – Class A (Note 17)

Shares award outstanding (Note 17)

INCOME TAX EXPENSE

1 unchanged sentence

of the following:

Years ended December 31,

For the years ended

Income tax expense

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The effective tax rate in the periods presented

2 unchanged sentences

subsidiaries mainly operate in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

British Virgin

British Virgin Islands

The Company is incorporated in the British Virgin

5 unchanged sentences

in Hong Kong during its tax year.

The reconciliation of income tax rate to the

effective income tax rate based on (loss) income before income tax expense for the years ended December 31, 2022 and 2021 are as follows:

Years ended December 31,

(Loss) income before income taxes

For the years ended December 31, 2023 and 2022, Hong Kong profits tax

is calculated in accordance with the two-tiered profits tax rates regime.

The applicable tax rate for the first HK$ 2 million of assessable

profits is 8.25 % and assessable profits above HK$ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong

Kong, effective from the year of assessment 2018/2019.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The reconciliation of income tax rate to the effective

income tax rate based on loss before income tax expense for the years ended December 31, 2023 and 2022 are as follows:

For the years ended

Loss before income taxes

$ ( 48,919,481 )

3 unchanged sentences

( 8,071,714 )

( 7,325,345 )

Income not subject to taxes

( 2,563,028 )

Non-deductible items:

- Share based compensation

- Investment loss, net

- Change in fair values of warrant liabilities and FSP liability

- Items not subject to tax deduction

Tax effect on temporary differences not recognized

Under (over) provision of prior years

Net operating loss

- Investment loss

- Change in fair values

Under provision of prior years

Change in valuation allowance

Income tax expense

The following

table sets forth the significant components of the deferred tax liabilities and assets of the Company:

The following table sets forth the significant

components of the deferred tax liabilities and assets of the Company as of December 31, 2023 and 2022:

As of December 31,

1 unchanged sentence

Accelerated depreciation

Deferred tax liabilities

As of December 31,

Deferred tax assets, net:

3 unchanged sentences

( 5,461,370 )

Deferred tax liabilities, net

As of December 31, 2022 and 2021, the operations

incurred $ 33.1 million and $ 15.1 million, respectively of cumulative net operating losses which can be carried forward to offset future

taxable income.

Net operating loss can be carried forward indefinitely but cannot

be carried back to prior years.

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

company within a corporate group is taxed as a separate entity.

The Company has provided for a full valuation allowance against

the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes that

it is more likely that not all of these assets will be realized in the future.

The valuation allowance is reviewed annually.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

Deferred tax assets, net:

The movement of valuation allowance is as follows:

For the years ended

Balance as of beginning of the year

$ ( 5,461,370 )

$ ( 2,483,436 )

( 3,448,322 )

( 2,977,934 )

Balance as of end of the year

$ ( 8,909,692 )

$ ( 5,461,370 )

As of December 31, 2023 and 2022, the operations incurred $ 54.0 million

and $ 33.1 million, respectively of cumulative net operating losses, which can be carried forward to offset future taxable income.

operating loss can be carried forward indefinitely, but cannot be carried back to prior years.

There are no group relief provisions for

losses or transfers of assets under Hong Kong tax regime.

Each company within a corporate group is taxed as a separate entity.

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.

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 December 31, 2022 and 2021, the Company did not have any significant unrecognized uncertain

tax positions.

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

ended December 31, 2022 and 2021 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the

next 12 months from December 31, 2022.

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated

with the tax positions.

As of December 31, 2023 and 2022, the Company did not have any significant unrecognized uncertain tax positions.

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31,

2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from

December 31, 2023.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

SEGMENT INFORMATION

4 unchanged sentences

Currently, the Company has four business segments

comprised of the related products and services, as follows:

comprised of the following products and services:

Scope of Business Activities

5 unchanged sentences

Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.

training resources and materials.

- Facilitating

the placement of investment products for the fund and/or product provider, in exchange for the fund management services

- Providing the lending services whereby the Company makes secured and/or

unsecured loans to creditworthy customerse;

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

Providing training resources and materials.

Facilitating the placement of investment products for the fund and/or unsecured loans to creditworthy customers.

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

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

Fintech Business

1 unchanged sentence

Healthcare Business

Managing healthcare investment

Managing an ensemble of healthcare-related investments

The four business segments were determined based

2 unchanged sentences

chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance.

factors, including market separation and customer specific applications, go-to-market channels, products and services are considered

in determining the formation of these operating segments.

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.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following tables present the summary information

4 unchanged sentences

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

inter-segment

Total revenue, net

Commission expense

Loss from operations

( 4,960,505 )

( 10,767,796 )

Income (loss) from operations

( 39,200,408 )

3 unchanged sentences

( 6,878,869 )

$ 101,221,333

Total assets as of December 31, 2023

For the year ended December 31, 2022

2 unchanged sentences

Fintech Business

Healthcare Business

- Interest income

1 unchanged sentence

inter-segment

Total revenue, net

Commission expense

Income (loss) from operations

Loss from operations

( 4,960,505 )

1 unchanged sentence

( 12,622,796 )

Investment income, net

( 28,351,097 )

All of the Company’s

customers and operations are based in Hong Kong.

Investment loss, net

( 8,937,431 )

Total assets as of December 31, 2022

$ 101,221,333

All of the Company’s customers and operations

are based in Hong Kong.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

RELATED PARTY BALANCES AND TRANSACTIONS

9 unchanged sentences

Accounts receivable

Non-marketable equity securities – Investment E

Balance with the shareholder:

Earnest deposit

Amount due to shareholder

Receivable from the shareholder

(a) Accounts receivable due from related parties represented the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which is controlled by the shareholder.

(b) Amount due to shareholder are those trade and nontrade payables arising from transactions between the Company and the shareholder, such as advances made by the shareholder on behalf of the Company, advances made by the Company on behalf of the shareholder, and allocated shared expense paid by the shareholder.

Amounts due to the holding company

Long-term investment – Investment E

(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 holding company.

(b) Borrowing is obtained from the Company’s major shareholder of ultimate holding company.

was secured, interest-bearing and repayable by the end of March 2024 (see Note 13).

from transactions between the Company and the holding company, such as advances made by the holding company on behalf of the Company,

advances made by the Company on behalf of the holding company, and allocated shared expenses paid by the holding company.

During the years

ended December 31, 2023 and 2022, amounts due to the holding company of $ 12.6 million and $ 6.0 million, respectively, were forgiven (see

(d) The Company purchased 4 % equity interest in Investment E from a related party in May 2021, based on historical cost.

The Company has a common director with Investment E.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In the ordinary course of business, during the

1 unchanged sentence

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):

The following table provides the transactions with these parties for the years as presented (for

the portion of such period that they were considered related):

For the years ended

Transaction with related parties:

Asset management service income

Management fee income

Interest income on debt securities

Commission expenses

Redemption of corporate bonds

Sales of investment – Investee A

Purchase of non-marketable equity security – Investment E

Commission expense

Purchase of non-marketable equity security – Investment F

Transaction with the shareholder:

Interest expense on note payable to the shareholder

Office and operating fee charge

Office rental and operating fees

General and administrative expense allocated

Purchase of investment from the shareholder

Purchase of office building from the shareholder

Declaration of special dividends to the shareholder

(c) Under the management agreements, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled by the shareholder, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers.

(d) Commission fee on insurance brokerage and asset management referral at the predetermined rate based on the service fee.

(e) The Company purchased 4 % equity interest in Investment F from a related party in October 2022, based on its historical carrying amount.

(f) Pursuant to the service agreement, the Company agreed to pay the office and operating expenses to the shareholder for the use of office premises, including, among other things, building management fees, government rates and rent, office rent, and lease-related interest and depreciation that were actually incurred by the shareholder.

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

(g) Certain amounts of other general and administrative expenses were allocated by the shareholder.

(h) The Company purchased 4,158,963 shares of Investment A from the shareholder at the historical carrying amount and the transaction was completed in April 2022.

(i) The Company purchased an office premises from the shareholder in January 2022, based on its historical carrying amount.

(j) On January 18, 2022, TAC approved to declare and distribute a special dividend of $ 47 million to TAG Holdings Limited, the shareholder who represented 1 ordinary share of TAC.

The dividends were paid by offsetting the receivable due from the shareholder amounted to $ 29,561,195 and the remaining balance was paid by cash.

The special dividend distribution was made due to the investment income from the sale of Nutmeg in September 2021.

Legal and professional fees

Purchase of investment from the holding company

Purchase of office building from the holding company

Declaration of special dividends to the holding company

(e) Under the management agreements, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled by the holding company, 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.

(f) Commission fee on insurance brokerage and asset management referral at the predetermined rate based on

the service fee.

(g) The Company purchased 4 % equity interest in Investment F from a related party in October 2022, based on

its historical carrying amount.

(h) Pursuant to the service agreement, the Company agreed to pay the office and administrative expenses to

the holding company 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 holding company.

Also, the holding company

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

(i) Certain amounts of general and administrative expenses were allocated by the holding company.

(j) On September 19, 2023, the Company entered into an advisory services agreement with a related company,

which owned by the Chairman of the Company, for a monthly fee of $ 83,333 .

The service will be terminated by either party upon 90 days

prior written notice.

(k) The Company purchased 4,158,963 shares of Investment A from the holding company and the transaction was

completed on April 20, 2022 based on the historical cost to the holding company.

(l) The Company purchased an office building from the holding company in January 2022, based on its historical

carrying amount.

(m) On January 18, 2022, TAC approved to declare and distribute a special dividend of $ 47 million to TAG Holdings

Limited, the shareholder who represented 1 ordinary share of TAC.

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

and the remaining balance was paid by cash.

The special dividend distribution was made due to the investment income from the sale of Nutmeg

in September 2021.

Apart from the transactions and balances detailed

above and elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related

above and elsewhere in these accompanying consolidated financial statements, the Company had no other significant or material related

party transactions during the years presented.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

－ CONCENTRATIONS OF RISK

is exposed to the following concentrations of risk:

(a) Major customers

For the year ended December 31, 2022, the customers

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

Year ended December 31, 2022

Percentage of

For the year ended December 31, 2021, there was

no single customer who accounted for 10% or more of the Company’s revenues.

All of the Company’s

major customers are located in Hong Kong.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

RISK AND UNCERTAINTIES

The Company is exposed to the following risk and

uncertainties:

(a) Concentration risk

For the years ended December 31, 2023 and 2022, the customers who accounted

for 10 % or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows:

For the year ended

December 31, 2023

As of December 31, 2023

For the year ended

December 31, 2022

As of December 31, 2022

All of the Company’s major customers are

located in Hong Kong.

(b) Credit risk

Financial instruments that potentially subject

the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts and loans receivables.

Cash equivalents are

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

Hong Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000 (approximately $ 64,050 ) if the bank with which an individual/a

company hold its eligible deposit fails.

As of December 31, 2022, cash and cash equivalents of $ 6.4 million and fund held in escrow of

$ 29.5 million were maintained at financial institutions in Hong Kong, of which approximately $ 34.7 million was subject to credit risk.

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

For accounts and loans receivables, the Company

determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts and loan losses based on the estimated

the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts receivable, loans receivable, and notes receivable.

Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored

by management.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000 (approximately $ 64,050 ) if the bank

with which an individual/a company hold its eligible deposit fails.

As of December 31, 2023, cash and cash equivalents of $ 1.9 million

and fund held in escrow of $ 16.8 million were maintained at financial institutions in Hong Kong, of which approximately $ 18.2 million

was subject to credit risk.

While management believes that these financial institutions are of high credit quality, it also continually

monitors their credit worthiness.

For accounts receivable, loans receivable, and notes receivable, the

Company determines, on a continuing basis, the probable losses and sets up an allowance for expected credit losses based on the estimated

realizable value.

Credit of money lending business is controlled by the application of credit approvals, limits and monitoring procedures.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company uses internally-assigned risk grades

9 unchanged sentences

Management believes that these policies effectively manage the credit risk from advances.

The Company’s third-party customers that

represent more than 10 % of total combined loans receivables, and their related net loans receivables balance as a percentage of total

combined loans receivables, as of December 31, 2022 and 2021 were as follows:

The Company’s third-party customers that represent more than 10 %

of total combined loans receivable, and their related net loans receivable balance as a percentage of total combined loans receivable,

as of December 31, 2023 and 2022 were as follows:

As of December 31,

4 unchanged sentences

economy may influence the Company’s business, financial condition, and results of operations.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

(d) Exchange rate risk

5 unchanged sentences

The exchange rate could fluctuate depending on changes in political and economic environments without

For the years ended December 31, 2022 and 2021,

the Company recorded the foreign exchange loss of $ 2,643,261 and $ 915,062 , respectively, mainly attributable from the long-term investments

which are mostly denominated in Sterling.

(e) Liquidity risk

6 unchanged sentences

If future cash flows are fairly uncertain, the liquidity risk increases.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

COMMITMENTS AND CONTINGENCIES

Litigation — From time to time,

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

However, the Company currently is

not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect

on its business, financial condition, operating results, or cash flows.

As at December 31, 2022, the Company involved

Litigation — From time to time, the

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

However, the Company currently is not

aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its

business, financial condition, operating results, or cash flows.

As of December 31, 2023, the Company involved

in the following legal proceedings:

1 unchanged sentence

the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff.

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

Subsequent to the year ended

December 31, 2022, in February 2023, the Court granted leave for this action be set down for trial of 13 days, which the period has yet

23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024.

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.

At this stage in the proceedings, the Company 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,

1 unchanged sentence

and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation from an inducement of the fund subscription

This action alleged deceit and misrepresentation from an inducement of the fund subscription

and claimed for compensatory damage of approximately $ 2 million (equal to HK$ 17.1 million).

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 case is on-going and parties have yet

to attempt mediation.

Legal counsel of the Company continues to handle this matter.

At this stage in the proceedings, the Company 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.

Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence,

no settlement was reached.

There is an up-coming case management hearing on July 25, 2023 and legal counsel of the Company will continue

to handle this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or any

further potential loss, if any.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA

Acquisition Limited)

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

(Currency expressed in

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

The Company makes a provision for a liability

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,

the Company is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.

HCA1957/2023 On December 15,

2023, the Company received an order from the High Court of the Hong Kong Special Administrative Region, demanding the Company to pay and

settle the outstanding rent/mesne profit, management fees, air-conditioning charges, additional air-conditioning charges, government rates

and interest in an aggregated amount of $ 1,383,424 (equivalent to HK$ 10,799,560 ) to the landlord of the office premises in four instalments

scheduled from January 15, 2024 to March 31, 2024 together with legal costs of $ 6,405 (equivalent to HK$ 50,000 ).

The Company makes a provision for the 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.

3 unchanged sentences

the period in which they are incurred.

Forward Share Purchase Agreement —

Pursuant to the Meteora Backstop Agreement, the Company is committed to purchase up to 2,500,000 shares of its issued and outstanding

ordinary shares from Meteora in nine months following the Closing of Business Combination (see Note 4).

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 December 31, 2023, the remaining committed subscription amount was

$ 1,084,439 .

Sale and Purchase Agreement — Pursuant

to the agreement dated April 5, 2023, entered with Sony Life Singapore Pte.

(“SLS”), an independent third party, the

Company is committed to purchase 100 % equity interest in Sony Life Financial Advisers Pte.

for a cash consideration of SGD 2,500,000

(equivalent to $ 1,882,000 ).

On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing

date of the transaction from December 31, 2023 to March 31, 2024.

Nasdaq Compliance — On September

20, 2023, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded

under $ 1.00 per share for a period of 30 consecutive trading days or more, which failed to comply with Nasdaq Listing Rule 5550(a)(2)

and Nasdaq Listing Rule 5810(c)(3)(A).

The Notice had no immediate effect but, before March 18, 2024, the Company was required to regain

compliance by trading at least $ 1.00 per share for a minimum of 10 consecutive trading days.

Otherwise, after the date, subject to other

requirements and conditions, the Company may proceed to delisting procedures.

As of the date of the consolidated financial statements,

the Company is still consecutively trading under $ 1.00 , directors of the Company are investigating actions, where appropriate, to regain

the compliance, by March 18, 2024.

On March 20, 2024, Nasdaq has granted an additional 180 calendar days period or until September 16,

2024, to the Company to regain the compliance.

25 — SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet

date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred

after December 31, 2022, up to the date that the audited consolidated financial statements were available to be issued.

On February 24, 2023, the Company entered into a Subscription Agreement and a Convertible Loan Note Instrument (the “Note”) (collectively the “Agreements”) with CurrencyFair Limited (“CurrencyFair”), its 8.37 %-owned investee (Investment A).

Pursuant to the Agreements, the Company agrees to subscribe an amount of $ 1,673,525 , which is payable on or before January 31, 2024 and bears a fixed interest rate of 8 % per annum.

At the maturity on April 30, 2024 , the Company, at its discretion, has option to convert the Note into the voting shares of CurrencyFair.

Subsequently, up to the issuance of the audited consolidated financial statements, the Company paid $ 589,086 for the subscription of the Note.

On February 24, 2023, pursuant to the Share Award

Scheme, the Company registered and reserved 11,675,397 ordinary shares, representing 20 % of the total issued and outstanding ordinary

shares of the Company as of December 31, 2022, for issuance or may become issuable.

On March 3, 2023, pursuant to the Share Award

Scheme, the Company approved and granted 1,200,000 ordinary shares to a consultant.

The shares are vested and issued immediately on the

date of grant to compensate the prior services provided.

The weighted average grant-date fair value of the shares granted was $ 2.1575

NOTE 23－PARENT

ONLY FINANCIAL INFORMATION

On January 3, 2024, the Company received a written

notice from Nasdaq, notifying that the Company had not maintained a minimum Market Value of Listed Securities (“MVLS”) of

at least $ 35 million, which failed to comply with Nasdaq Listing Rule 5550(b)(2).

The Notice had no immediate effect but, before July

1, 2024, the Company was required to regain compliance by having a minimum MVLS of at least $ 35 million for 10 consecutive trading days.

Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures.

As of the date

of the consolidated financial statements, the Company was granted by Nasdaq with an additional 180 days, by September 16, 2024 to regain

the compliance.

On February 5, 2024, the Company entered into

a purchase and sale agreement with an independent third party to sell all of its equity interest in Investment F for a consideration of

$ 2.15 million.

This transaction was completed on February 19, 2024.

On February 26, 2024, the Company issued 1,723,744

ordinary shares to the directors and officers of the Company to compensate the services and performance at the current market prices.

On March 12, 2024 and March 22, 2024, the Company issued 2,000,000

and 105,615 ordinary shares to certain consultants to compensate their services rendered at the current market price, respectively.

On March 22, 2024, the Company issued 1,900,000 ordinary shares to

certain employees and advisor of the Company to compensate the services and performance at the current market price.

In accordance with ASC Topic 855, Subsequent Events,

which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the

consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023,

up to the date that the audited consolidated financial statements were available to be issued.

AGBA GROUP HOLDING LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

PARENT ONLY FINANCIAL INFORMATION

The Company performed a test on the restricted

2 unchanged sentences

The Company did not have significant capital and

other commitments, long-term obligations, or guarantees as of December 31, 2022.

Certain information and footnote disclosures generally

included in financial statements prepared in accordance with U.S.

other commitments, long-term obligations, or guarantees as of December 31, 2023 and 2022.

Certain information and footnote disclosures

generally included in financial statements prepared in accordance with U.S.

GAAP have been condensed and omitted.

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA Acquisition Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

The following presents condensed parent company only financial information

of AGBA Group Holding Limited.

Condensed balance sheet

The following presents condensed parent company

only financial information of AGBA Group Holding Limited.

Condensed balance sheets

As of December 31,

2 unchanged sentences

Restricted cash

Amounts due from the holding company

Amounts due from subsidiaries

Deposit, prepayments, and other receivables

5 unchanged sentences

Current liabilities:

Other payables and accrued liabilities

Other payable and accrued liabilities

Amounts due to subsidiaries

Amounts due to related companies

Amounts due to the related companies

Forward share purchase liability

4 unchanged sentences

TOTAL LIABILITIES

Commitments and contingencies

Commitments and contingencies (Note 24)

Shareholders’ deficit:

Ordinary shares, $ 0.001 par value;

200,000,000 shares authorized, 58,376,985 shares issued and outstanding

200,000,000 shares authorized, 68,661,998 and 58,376,985 shares issued and outstanding as of December 31, 2023 and 2022, respectively

Ordinary shares to be issued

2 unchanged sentences

( 21,694,130 )

( 7,883,739 )

Total shareholders’ deficit

( 2,113,478 )

( 5,956,362 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA Acquisition Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

Condensed Statement of Operation

year ended December 31,

Condensed Statements of Operations

For the years ended

Operating cost and expenses:

1 unchanged sentence

$ ( 9,932,762 )

$ ( 2,088,725 )

Other general and administrative expenses

( 3,764,618 )

Total operating cost and expenses

( 13,697,380 )

( 2,568,132 )

Loss from operations

( 13,697,380 )

( 2,568,132 )

Other income (expense):

2 unchanged sentences

( 5,392,293 )

Loss on settlement of forward share purchase agreement

Sundry income

3 unchanged sentences

( 13,810,391 )

( 7,883,739 )

Income tax expense

$ ( 13,810,391 )

AGBA GROUP HOLDING LIMITED

(Formerly known as AGBA Acquisition Limited)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars

(“US$”), except for number of shares)

$ ( 7,883,739 )

Condensed Statement of Cash Flows

year ended December 31,

For the years ended

Cash flows from operating activities:

$ ( 13,810,391 )

$ ( 7,883,739 )

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

2 unchanged sentences

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Change in operating assets and liabilities:

3 unchanged sentences

( 2,276,847 )

( 1,252,569 )

Cash flows from financing activities:

Advances from related companies

Cash proceeds due to reverse recapitalization

Net cash provided by financing activities

(Repayment to) advances from related companies

Settlement of forward share purchase agreement

( 13,952,683 )

Proceeds from private placement

Cash proceeds from reverse recapitalization, net of redemption

Net cash (used in) provided by financing activities

( 13,036,028 )

Net change in cash, cash equivalent and restricted cash

( 15,312,875 )

BEGINNING OF YEAR

of December 31,

Reconciliation to amounts on consolidated balance sheets:

3 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures