[Filing Information](index=1&type=section&id=Filing%20Information) This section details the registrant's identification, securities, and emerging growth company status [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the basic identification details of the registrant, AGBA Group Holding Limited, including its jurisdiction, commission file number, principal executive offices, and trading symbols on NASDAQ Capital Market - Registrant: **AGBA GROUP HOLDING LIMITED**, incorporated in **British Virgin Islands**[1](index=1&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares, $0.001 par value | AGBA | NASDAQ Capital Market | | Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share | AGBAW | NASDAQ Capital Market | - AGBA Group Holding Limited is an **emerging growth company**[2](index=2&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the announcement of AGBA Group Holding Limited's Q4 2023 financial results via press release and investor presentation [Q4 2023 Financial Results Announcement](index=2&type=section&id=Q4%202023%20Financial%20Results%20Announcement) AGBA Group Holding Limited announced its financial results for the fourth quarter ended December 31, 2023, through a press release and an investor presentation issued on March 28, 2024 - AGBA Group Holding Limited issued a press release and an investor presentation on **March 28, 2024**, regarding financial results for the fourth quarter ended **December 31, 2023**[3](index=3&type=chunk) - The press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) are incorporated by reference but are not deemed 'filed' for Section 18 of the Exchange Act[3](index=3&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section enumerates the exhibits accompanying the Form 8-K, including the Q4 2023 financial results press release and investor presentation [Exhibits Filed](index=2&type=section&id=Exhibits%20Filed) This section lists the exhibits furnished with the Form 8-K, which include the press release and investor presentation detailing the Q4 2023 financial results, along with the interactive data file Exhibits to Form 8-K | Exhibit No. | Exhibit Description | | :------------ | :------------------------------------------------------------------------------------------------ | | 99.1 | Press release dated March 28, 2024 | | 99.2 | Investor Presentation dated March 28, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=3&type=section&id=SIGNATURE) This section confirms the report's official signing by the Acting Group Chief Financial Officer on March 28, 2024 [Authorized Signature](index=3&type=section&id=Authorized%20Signature) The report was duly signed on behalf of AGBA Group Holding Limited by Shu Pei Huang, Desmond, the Acting Group Chief Financial Officer, on March 28, 2024 - The report was signed by **Shu Pei Huang, Desmond**, Acting Group Chief Financial Officer[7](index=7&type=chunk) - Date of signature: **March 28, 2024**[7](index=7&type=chunk)

Industry Overview - The year 2023 presented significant macro-economic challenges for Hong Kong and China, particularly affecting the real estate and financial markets [1] - Hong Kong, as an open economy reliant on tourism, exports, and financial markets, faced a difficult year but is now showing signs of recovery [1] - The annual Chinese New Year celebrations in 2024 saw a record number of visitors from Mainland China, indicating an increase in spending on financial products and services [1] - Structural growth in Hong Kong is being driven by demographic factors and rising demand from the Greater Bay Area (GBA) [1] Company Positioning - AGBA Group Holding Limited is strategically positioned to benefit from Hong Kong's return to growth, having adapted its business model in response to the challenges faced in 2023 [2] - The company has implemented significant cost-cutting measures, which are expected to reduce normalized operating expenses and support strong growth and profitability [2] - AGBA has secured substantial funds through a successful equity private placement in February 2024, alongside asset sales of non-core activities [2] Growth Potential - AGBA's strategic initiatives have established it as a formidable market player and facilitated new partnerships that are expected to enhance growth potential [3] - There is a notable disconnect between AGBA's current share price and its underlying business value, presenting significant upside potential for shareholders [3] - The company is focused on capturing growth while containing operating costs and is optimistic about expanding into Singapore in 2024 [4] Company Background - AGBA Group Holding Limited, established in 1993, is a leading one-stop financial supermarket in Hong Kong, offering a broad range of financial services and healthcare products in the GBA [4] - The company serves over 400,000 individual and corporate customers and is organized into four market-leading businesses: Platform Business, Distribution Business, Healthcare Business, and Fintech Business [4]

Core Viewpoint - AGBA Group Holding Limited successfully completed a private placement of ordinary shares and warrants, raising approximately $5.13 million, which reflects strong investor confidence in the company's growth potential and franchise strength [1][2]. Group 1: Private Placement Details - The private placement involved the issuance of 7,349,200 ordinary shares and warrants to purchase up to 1,469,840 ordinary shares at a price of $0.70 per share [1]. - The company anticipates gross proceeds of approximately $5,128,960 from this transaction [1]. Group 2: Management Commentary - Mr. Wing-Fai Ng, Group President, emphasized that the successful completion of the private placement highlights the strength and potential of AGBA's business [2]. - He noted that the current share price does not reflect the true value of the company, expressing optimism about future opportunities and the commitment to delivering exceptional value to shareholders [2]. Group 3: Company Overview - Established in 1993, AGBA Group is a leading one-stop financial supermarket in Hong Kong, offering a wide range of financial services and healthcare products [3]. - The company serves over 400,000 individual and corporate customers and operates through four main business segments: Platform Business, Distribution Business, Healthcare Business, and Fintech Business [3].

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's unaudited financials show a deteriorating position with decreased assets, a shift to a shareholders' deficit, and a significantly widened net loss [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $82.6 million and shareholders' equity turned to a $2.9 million deficit as of September 30, 2023 | Financial Item | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$82,581,149** | **$101,221,333** | | Total Current Assets | $34,734,239 | $55,756,165 | | Total Non-current Assets | $47,846,910 | $45,465,168 | | **Total Liabilities** | **$85,521,428** | **$97,071,054** | | Total Current Liabilities | $74,545,125 | $97,020,648 | | **Total Shareholders' (Deficit) Equity** | **($2,940,279)** | **$4,150,279** | | Accumulated Deficit | ($74,973,861) | ($39,395,133) | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenues grew, but surging operating costs led to a net loss of $35.6 million for the nine months ended September 30, 2023 | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Total Revenues** | **$41,651,114** | **$19,410,147** | | Total Operating Cost and Expenses | ($77,164,782) | ($25,835,812) | | **Loss from Operations** | **($35,513,668)** | **($6,425,665)** | | **Net Loss** | **($35,578,728)** | **($13,732,251)** | | Net Loss Per Share (basic and diluted) | ($0.55) | ($0.25) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' (Deficit) Equity](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20%28Deficit%29%20Equity) Shareholders' equity shifted to a $2.9 million deficit, driven by a $35.6 million net loss partially offset by non-cash contributions - The shift to a shareholders' deficit was primarily caused by a **net loss of $35.6 million** during the first nine months of 2023[14](index=14&type=chunk) - Positive contributions to equity included **$12.0 million from share-based compensation** and **$12.6 million from the forgiveness of debt** by the holding company, which was converted to additional paid-in capital[14](index=14&type=chunk)[163](index=163&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased significantly to $33.4 million, leading to a $29.1 million decrease in total cash | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($33,364,662) | ($2,131,606) | | Net cash provided by (used in) investing activities | $4,687,096 | ($6,870,386) | | Net cash used in financing activities | ($414,651) | ($12,776,160) | | **Net change in cash, cash equivalents and restricted cash** | **($29,118,701)** | **($22,142,465)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes disclose a going concern warning, segment details, legal proceedings, capital commitments, and subsequent capital-raising events - **Going Concern:** The company reported a **$35.6 million net loss** and **$33.4 million in negative operating cash flow** for the nine months ended Sep 30, 2023, raising substantial doubt about its ability to continue as a going concern; management is pursuing funding alternatives, including an equity purchase agreement for up to $50 million and a private placement for approximately $6.2 million[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - **Business Segments:** The company operates four segments: Distribution Business (insurance brokerage), Platform Business (financial supermarket), Fintech Business (investment holding), and Healthcare Business (investment holding); all revenues are generated in Hong Kong[79](index=79&type=chunk)[80](index=80&type=chunk) - **Legal Proceedings:** The company is involved in several legal proceedings, including trademark infringement and misrepresentation claims, with outcomes and potential losses currently indeterminable[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) - **Commitments:** The company has commitments to subscribe to notes of Investment A for $1.1M, contribute capital to Investment F for $0.3M, and purchase Sony Life Financial Advisers for $1.9M; it also entered an equity purchase agreement for up to $50M[210](index=210&type=chunk)[211](index=211&type=chunk)[213](index=213&type=chunk) - **Subsequent Events:** After the quarter end, the company completed an office sale for **$6.15 million** and signed binding term sheets for a private placement to raise approximately **$6.24 million**[215](index=215&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth driven by the Distribution segment, offset by higher expenses, and outlines plans to address liquidity risks [Business Overview](index=45&type=section&id=Business%20Overview) The company operates a financial supermarket in Hong Kong across four segments: Distribution, Platform, Healthcare, and Fintech - The company's business is structured into four key segments: - **Distribution Business:** The largest financial advisor business in the market, focused on insurance and financial advisory - **Platform Business:** A "financial supermarket" offering over 1,800 products from 74 insurance providers and 45 asset management firms - **Healthcare Business:** A strategic partnership with HCMPS, one of Hong Kong's largest healthcare management organizations - **Fintech Business:** An investment portfolio including stakes in a UK digital bank (Tandem) and a US health insurer (Oscar Health)[220](index=220&type=chunk)[221](index=221&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Revenue more than doubled to $41.7 million, but a near 200% rise in operating expenses drove a net loss of $35.6 million | Metric | Nine Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | **$41,651** | **$19,410** | **+114.6%** | | Distribution Business Revenue | $37,569 | $14,307 | +162.6% | | **Total Operating Expenses** | **($77,164)** | **($25,836)** | **+198.7%** | | Commission Expense | ($28,196) | ($11,219) | +151.3% | | Personnel & Benefit Expense | ($22,672) | ($8,734) | +159.6% | | Other G&A Expenses | ($20,493) | ($3,176) | +545.3% | | **Net Loss** | **($35,579)** | **($13,732)** | **+159.1%** | - The increase in Other G&A expenses was mainly due to higher legal and professional fees ($3.8M), office rental and operating fees ($3.5M), and service-related share-based compensation ($8.0M)[268](index=268&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges and a going concern risk, with plans to raise capital via equity and private placements - The company reported a **net loss of $35.6 million** and **negative operating cash flow of $33.4 million** for the nine months ended Sep 30, 2023, with a cash balance of only $1.6 million[277](index=277&type=chunk) - Management has concluded that available cash is not sufficient to fund obligations for the next 12 months, indicating a **going concern risk**[277](index=277&type=chunk)[294](index=294&type=chunk) - To improve liquidity, the company has entered into two key funding arrangements: - An equity purchase agreement with a third party to invest up to **$50 million** over 36 months - Private placement binding term sheets to receive gross proceeds of approximately **$6.24 million**[297](index=297&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures on market risk - As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the company is not required to provide quantitative and qualitative disclosures about market risk[307](index=307&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were **effective** as of September 30, 2023[309](index=309&type=chunk) - **No changes** in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[310](index=310&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several ongoing legal proceedings with indeterminable outcomes, including claims for trademark infringement and misrepresentation - The company is a defendant in three notable legal actions: - **HCA702/2018:** Alleged trademark infringement, with a trial scheduled for November 2024 - **HCA765/2019:** Alleged deceit and misrepresentation, with a claim for **~$2 million** in damages - **HCA2097 & 2098/2020:** Alleged misrepresentation and conspiracy, with a claim for **~$1.67 million** in damages[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) - For all ongoing legal proceedings, the company states that it is **unable to determine the probability of the outcome** or the range of reasonably possible loss at this stage[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) The company is exempt from providing risk factor disclosures as it qualifies as a smaller reporting company - The company is not required to make disclosures under this item as it qualifies as a **smaller reporting company**[315](index=315&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) A share repurchase program was approved, but no shares were repurchased during the third quarter of 2023 - A share repurchase program for up to **1,000,000 ordinary shares** was approved in April 2023[315](index=315&type=chunk) - The company **did not repurchase any** of its ordinary shares during the three months ended September 30, 2023[315](index=315&type=chunk) [Defaults Upon Senior Securities](index=65&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[319](index=319&type=chunk) [Other Information](index=65&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item for the period - No other information was reported under this item[319](index=319&type=chunk) [Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including officer certifications and XBRL data

PART I [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company reported significant revenue growth but a widened net loss and negative operating cash flow, raising going concern doubts [Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Highlights (as of June 30, 2023) | Metric | June 30, 2023 (USD) | Dec 31, 2022 (USD) | | :--- | :--- | :--- | | **Total Current Assets** | 45,243,012 | 55,756,165 | | **Total Assets** | 95,302,257 | 101,221,333 | | **Total Current Liabilities** | 81,523,888 | 97,020,648 | | **Total Liabilities** | 92,798,926 | 97,071,054 | | **Total Shareholders' Equity** | 2,503,331 | 4,150,279 | - As of June 30, 2023, the company had cash and cash equivalents of **$3.8 million** and restricted cash of **$27.5 million**, a significant decrease from **$6.4 million** and **$44.8 million** respectively at the end of 2022[9](index=9&type=chunk) - The company reported a working capital deficit of approximately **$36.3 million** as of June 30, 2023 (Current Assets of **$45.2 million** vs. Current Liabilities of **$81.5 million**)[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Statement of Operations Summary (Three Months Ended June 30) | Metric | 2023 (USD) | 2022 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | 17,370,933 | 4,089,672 | +324.8% | | **Total Operating Cost and Expenses** | (27,764,067) | (7,598,058) | +265.5% | | **Loss from Operations** | (10,393,134) | (3,508,386) | +196.3% | | **Net Loss** | (10,585,289) | (10,891,315) | -2.8% | Statement of Operations Summary (Six Months Ended June 30) | Metric | 2023 (USD) | 2022 (USD) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | 28,444,613 | 6,165,995 | +361.4% | | **Total Operating Cost and Expenses** | (53,421,555) | (11,586,698) | +361.1% | | **Loss from Operations** | (24,976,942) | (5,420,703) | +360.7% | | **Net Loss** | (22,657,899) | (11,338,709) | +99.8% | - Net loss per share for the six months ended June 30, 2023, was **$(0.36)**, an increase from **$(0.20)** in the same period of 2022[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Six Months Ended June 30) | Metric | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | **Net cash used in operating activities** | (19,265,823) | (2,448,816) | | **Net cash provided by (used in) investing activities** | 4,477,035 | (6,853,289) | | **Net cash used in financing activities** | (5,316,618) | (13,139,326) | | **Net change in cash, cash equivalents and restricted cash** | (20,055,641) | (22,752,426) | - The company's total cash, cash equivalents, and restricted cash decreased from **$51.3 million** at the beginning of the period to **$31.2 million** at the end of June 2023[20](index=20&type=chunk)[21](index=21&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's platform business, confirm going concern issues, and outline legal proceedings and concentration risks - The company operates a wealth and health platform offering financial services including insurance, pensions, brokerage, and lending, primarily in Hong Kong[24](index=24&type=chunk) - Management has expressed substantial doubt about the company's ability to continue as a going concern due to a net loss of **$22.7 million**, negative operating cash flow of **$19.3 million** for the first six months of 2023, and an accumulated deficit of **$62.1 million** as of June 30, 2023[101](index=101&type=chunk)[103](index=103&type=chunk)[291](index=291&type=chunk) - The company is involved in several legal proceedings, including allegations of trademark infringement, deceit, and misrepresentation, with outcomes and potential losses currently indeterminable[201](index=201&type=chunk)[202](index=202&type=chunk)[203](index=203&type=chunk) - For the six months ended June 30, 2023, four major customers accounted for **23%**, **16%**, **11%**, and **11%** of total revenues, indicating a significant concentration of risk[190](index=190&type=chunk)[191](index=191&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=46&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth from Distribution Business, increased expenses, and critical liquidity issues with going concern risk [Business Overview](index=46&type=section&id=Business%20Overview) - The company operates as a one-stop financial supermarket in Hong Kong, serving over **400,000** customers across four main business areas: Distribution, Platform, Healthcare, and Fintech[210](index=210&type=chunk) - The Distribution Business is the largest in the market, with its Financial Advisors Business ("Focus") having approximately **1,354** financial advisors as of June 30, 2023[210](index=210&type=chunk)[214](index=214&type=chunk) - The Platform Business offers over **1,800** financial products from **44** insurance providers and **40** asset management fund houses[211](index=211&type=chunk)[222](index=222&type=chunk) [Results of Operations](index=51&type=section&id=Results%20of%20Operations) Revenue by Business Segment (Three Months Ended June 30) | Business Segment | 2023 (USD thousands) | 2022 (USD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Distribution Business | 16,006 | 2,374 | +574.2% | | Platform Business | 1,365 | 1,715 | -20.4% | | **Total** | **17,371** | **4,089** | **+324.8%** | Revenue by Business Segment (Six Months Ended June 30) | Business Segment | 2023 (USD thousands) | 2022 (USD thousands) | Change (%) | | :--- | :--- | :--- | :--- | | Distribution Business | 25,693 | 2,554 | +906.0% | | Platform Business | 2,752 | 3,611 | -23.8% | | **Total** | **28,445** | **6,165** | **+361.4%** | - The significant increase in Distribution Business revenue is because commissions generated by financial advisors associated with 'Focus' were not fully reflected in the 2022 results[235](index=235&type=chunk)[254](index=254&type=chunk) - Total other general and administrative expenses for Q2 2023 increased by **637.9%** YoY to **$8.7 million**, driven by higher legal and professional fees (**$1.9 million**), management fees (**$1.2 million**), and share-based compensation (**$3.3 million**)[243](index=243&type=chunk) [Liquidity and Capital Resources](index=62&type=section&id=Liquidity%20and%20Capital%20Resources) - The company reported a net loss of **$22.7 million** and negative operating cash flow of **$19.3 million** for the six months ended June 30, 2023[275](index=275&type=chunk) - Management states that currently available cash of **$3.8 million** is not sufficient to meet planned obligations for the next 12 months, reinforcing the going concern risk[275](index=275&type=chunk)[291](index=291&type=chunk) - The company's working deficit decreased by **$5.0 million** to **$36.3 million** as of June 30, 2023, from **$41.3 million** at the end of 2022[283](index=283&type=chunk)[284](index=284&type=chunk) - The company has capital commitments including a remaining subscription of **$1.1 million** for notes, a **$0.3 million** capital contribution to an investment fund, and an issuance of **2,000,000** ordinary shares for services[294](index=294&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=67&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, AGBA Group Holding Limited is exempt from providing market risk disclosures - The company is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a "smaller reporting company"[300](index=300&type=chunk) [Controls and Procedures](index=67&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective with no material changes to internal controls - Management concluded that as of June 30, 2023, the company's disclosure controls and procedures were effective[301](index=301&type=chunk) - There were no changes in the company's internal control over financial reporting during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[302](index=302&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=68&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in three ongoing legal cases concerning trademark infringement, deceit, and misrepresentation, with indeterminable outcomes - The company is a defendant in a trademark infringement case (HCA702/2018) with a trial scheduled for November-December 2024[303](index=303&type=chunk) - A lawsuit (HCA765/2019) alleges deceit and misrepresentation, seeking approximately **$2 million** in damages[304](index=304&type=chunk) - Another case (HCA2097 and 2098/2020) alleges misrepresentation and conspiracy related to a corporate bond investment, seeking damages of approximately **$1.67 million**[305](index=305&type=chunk) [Risk Factors](index=68&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, AGBA is exempt from disclosing specific risk factors under this item - The company is not required to disclose risk factors as it is a smaller reporting company[306](index=306&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=68&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) A share repurchase program for up to 1,000,000 ordinary shares was approved, but no shares were repurchased in Q2 2023 - A share repurchase program for up to **1,000,000** ordinary shares was approved on April 18, 2023[307](index=307&type=chunk) - No shares were repurchased during the second quarter of fiscal 2023[307](index=307&type=chunk)[308](index=308&type=chunk) [Defaults Upon Senior Securities](index=69&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - The company reported no defaults upon senior securities[309](index=309&type=chunk) [Other Information](index=69&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item - No other information was reported under this item[309](index=309&type=chunk)

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Q1 2023 revenues increased to **$11.1 million**, yet a **$12.1 million** net loss and **$10.2 million** negative operating cash flow reflect significant financial strain [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Consolidated Balance Sheet Summary (as of March 31, 2023 vs. December 31, 2022) | Balance Sheet Item | March 31, 2023 (USD) | December 31, 2022 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 3,653,778 | 6,449,876 | | Restricted cash | 44,982,294 | 44,844,196 | | Total current assets | 54,245,402 | 55,756,165 | | Total non-current assets | 43,420,037 | 45,465,168 | | **Total Assets** | **97,665,439** | **101,221,333** | | **Liabilities & Equity** | | | | Total current liabilities | 94,764,893 | 97,020,648 | | Total long-term liabilities | 49,481 | 50,406 | | **Total Liabilities** | **94,814,374** | **97,071,054** | | Accumulated deficit | (51,467,743) | (39,395,133) | | **Total Shareholders' Equity** | **2,851,065** | **4,150,279** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Consolidated Statement of Operations Summary (For the three months ended March 31) | Income Statement Item | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Total revenues | 11,073,680 | 2,076,323 | | Total operating cost and expenses | (25,657,488) | (3,988,640) | | Loss from operations | (14,583,808) | (1,912,317) | | Total other income, net | 2,484,550 | 1,884,420 | | Loss before income taxes | (12,099,258) | (27,897) | | **Net Loss** | **(12,072,610)** | **(447,394)** | | **Net loss per ordinary share** | **(0.20)** | **(0.01)** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Consolidated Statement of Cash Flows Summary (For the three months ended March 31) | Cash Flow Item | 2023 (USD) | 2022 (USD) | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | (10,196,863) | 1,330,672 | | Net cash provided by (used in) investing activities | 3,989,392 | (6,852,870) | | Net cash provided by (used in) financing activities | 3,467,622 | (14,524,849) | | **Net change in cash, cash equivalents and restricted cash** | **(2,658,000)** | **(20,147,400)** | | Total cash, cash equivalents and restricted cash (End of Period) | 48,636,072 | 52,934,007 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business, accounting policies, going concern uncertainty, related party transactions, legal proceedings, and customer concentration - The Company operates a wealth and health platform offering financial services (insurance, brokerage, funds, lending) and is also engaged in fintech and healthcare investments[22](index=22&type=chunk) - There is substantial doubt about the Company's ability to continue as a going concern due to a net loss of **$12.1 million** and **$10.2 million** in negative operating cash flow for Q1 2023. The company has obtained financial support from its major shareholder to sustain operations for the next 12 months[86](index=86&type=chunk)[88](index=88&type=chunk) - The company is involved in several legal proceedings, including alleged trademark infringement and misrepresentation related to fund subscriptions, with outcomes and potential losses currently indeterminable[166](index=166&type=chunk)[167](index=167&type=chunk)[168](index=168&type=chunk) - For Q1 2023, three customers (A, B, and C) accounted for **25%**, **12%**, and **11%** of total revenues, respectively, indicating significant customer concentration risk[153](index=153&type=chunk)[154](index=154&type=chunk) Revenue Disaggregation by Segment (Q1 2023) | Segment | Revenue (USD) | | :--- | :--- | | Distribution Business | 9,687,819 | | Platform Business | 1,385,861 | | **Total** | **11,073,680** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2023 revenue growth from the Distribution Business, offset by rising operating expenses, resulting in a **$12.1 million** net loss and strained liquidity [Business Overview](index=37&type=section&id=Business%20Overview) - The company operates as a one-stop financial supermarket in Hong Kong with four main business areas: Distribution, Platform, Healthcare, and Fintech[178](index=178&type=chunk) - The Distribution Business is the largest in the market, with around **1,600** financial advisors under the "Focus" brand[178](index=178&type=chunk)[181](index=181&type=chunk) - The Platform Business ("OnePlatform") offers over **1,800** financial products from **44** insurance providers and **40** asset management fund houses[179](index=179&type=chunk)[188](index=188&type=chunk) - The Healthcare Business holds a **4%** stake in HCMPS, a leading healthcare management organization in Hong Kong and Macau with over **800** doctors in its network[179](index=179&type=chunk)[192](index=192&type=chunk) - The Fintech Business holds an investment portfolio including stakes in UK digital bank Tandem Money Limited and US digital health insurer Oscar Health Inc[179](index=179&type=chunk)[189](index=189&type=chunk) [Results of Operations](index=41&type=section&id=Results%20of%20Operations) Q1 2023 vs Q1 2022 Performance | Metric (in thousands USD) | Q1 2023 | Q1 2022 | Variance ($) | Variance (%) | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | 11,073 | 2,076 | 8,997 | 433.38% | | Total Operating Expenses | (25,657) | (3,988) | (21,669) | 543.36% | | Loss from Operations | (14,584) | (1,912) | (12,672) | 662.76% | | **Net Loss** | **(12,073)** | **(447)** | **(11,626)** | **2,600.89%** | - Revenue from the Distribution Business increased by **5,282.22%** to **$9.7 million**, accounting for **87.5%** of total revenue in Q1 2023[197](index=197&type=chunk) - Commission expense increased by **940.66%** to **$7.3 million**, driven by the significant revenue growth in the Distribution Business[201](index=201&type=chunk) - Personnel and benefit expenses increased by **$7.6 million**, primarily due to increased headcount and **$1.3 million** in share-based compensation[204](index=204&type=chunk) - Other general and administrative expenses rose by **544.93%** to **$5.9 million**, driven by higher legal/professional fees, management fees, and **$2.6 million** in share-based compensation for a consultant[206](index=206&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) - The company has a history of operating losses and negative cash flow, reporting a net loss of **$12.1 million** and negative operating cash flow of **$10.2 million** in Q1 2023[214](index=214&type=chunk) - As of March 31, 2023, the company had a working deficit of **$40.5 million** and a cash balance of only **$3.7 million** available for working capital[214](index=214&type=chunk)[223](index=223&type=chunk)[224](index=224&type=chunk) - Management states that currently available cash is insufficient to meet planned obligations for the next 12 months, raising going concern issues. The company is evaluating funding alternatives, including external borrowings and equity/debt markets[214](index=214&type=chunk)[215](index=215&type=chunk) - The company has capital commitments including a forward share purchase liability of **$13.6 million**, a notes receivable subscription commitment of **$1.1 million**, and a capital contribution commitment of **$0.3 million**[234](index=234&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=49&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company, as a "smaller reporting company," is not required to provide the information for this item - As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the company is not required to provide information for this item[239](index=239&type=chunk) [Controls and Procedures](index=49&type=section&id=Item%204.%20Control%20and%20Procedures) Management, including the CEO and CFO, concluded the company's disclosure controls were effective, with no material changes to internal control over financial reporting - Management, including the CEO and CFO, concluded that as of March 31, 2023, the company's disclosure controls and procedures were effective[241](index=241&type=chunk) - There were no changes in the company's internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[242](index=242&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=50&type=section&id=Item%201.%20Legal%20Proceedings) The company faces ongoing legal proceedings, including trademark infringement and misrepresentation cases with claims up to **$2 million**, with indeterminable outcomes - The company is a defendant in a case alleging infringement of registered trademarks (Action Case: HCA702/2018). The trial date has not yet been fixed[244](index=244&type=chunk) - A subsidiary is involved in a case alleging deceit and misrepresentation related to a fund subscription, with the plaintiff claiming damages of approximately **$2 million** (Action Case: HCA765/2019)[245](index=245&type=chunk) - The company is a defendant in a case alleging misrepresentation and conspiracy related to a corporate bond investment, with a claim for damages of approximately **$1.67 million** (Action Case: HCA2097 and 2098/2020)[246](index=246&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, AGBA Group Holding Limited is not required to provide disclosures under this item - As a smaller reporting company, the company is not required to make disclosures under this Item[247](index=247&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=50&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued **2,173,913** ordinary shares to settle a **$4 million** fee and approved a share repurchase program for up to **1 million** ordinary shares - On March 21, 2023, the company issued **2,173,913** ordinary shares to Apex Twinkle Limited to settle a **$4 million** payment[247](index=247&type=chunk) - On April 18, 2023, the company approved a share repurchase program to buy back up to **1 million** ordinary shares at a maximum price of **$10** per share, expiring in April 2024[248](index=248&type=chunk) [Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) None reported - None[248](index=248&type=chunk) [Mine Safety Disclosures](index=51&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable - Not applicable[250](index=250&type=chunk) [Other Information](index=51&type=section&id=Item%205.%20Other%20Information) Not applicable - Not applicable[250](index=250&type=chunk) [Exhibits](index=51&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with Form 10-Q, including officer certifications and Inline XBRL data files - The report includes required certifications from the Principal Executive Officer and Principal Financial Officer pursuant to the Sarbanes-Oxley Act of 2002[252](index=252&type=chunk) - Inline XBRL data files (Instance, Calculation, Schema, Definition, Labels, Presentation) are filed with this report[252](index=252&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Registrant's telephone number, including area code: +852 3601 8000 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38909 AGBA GROUP HOLDING LIMITED (Exact name of registrant as specified in its cha ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents AGBA Group Holding Limited's unaudited condensed consolidated financial statements and explanatory notes [Unaudited Condensed Consolidated Balance Sheets](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | Metric | Sep 30, 2022 ($) | Dec 31, 2021 ($) | |:---|:---|:---| | **Assets** | | | | Total current assets | 98,780 | 164,863 | | Cash and investments in trust account | 38,928,442 | 40,441,469 | | **TOTAL ASSETS** | **39,027,222** | **40,606,332** | | **Liabilities & Shareholders' Deficit** | | | | Total current liabilities | 6,920,394 | 4,679,884 | | Total non-current liabilities | 1,853,500 | 2,330,000 | | **TOTAL LIABILITIES** | **8,773,894** | **7,009,884** | | Ordinary shares subject to redemption | 38,928,442 | 40,441,469 | | Total shareholders' deficit | (8,675,114) | (6,845,021) | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) | Metric | 3 Months Ended Sep 30, 2022 ($) | 3 Months Ended Sep 30, 2021 ($) | 9 Months Ended Sep 30, 2022 ($) | 9 Months Ended Sep 30, 2021 ($) | |:---|:---|:---|:---|:---| | General and administrative expenses | (215,788) | (180,831) | (750,746) | (439,395) | | Change in fair value of warrant liabilities | 536,500 | (30,000) | 476,500 | (90,000) | | Dividend income | 108,620 | 1,078 | 120,489 | 2,707 | | Interest income | 3 | 10 | 6 | 10,700 | | **NET INCOME (LOSS)** | **429,335** | **(209,743)** | **(153,751)** | **(515,988)** | | Comprehensive Income (Loss) | 429,335 | (209,743) | (153,751) | (515,988) | - The company reported a **net income of $429,335** for the three months ended September 30, 2022, a significant improvement from a **net loss of $209,743** in the same period of 2021, primarily driven by a **positive change in the fair value of warrant liabilities ($536,500 in 2022 vs. -$30,000 in 2021)** and increased dividend income[12](index=12&type=chunk) - For the nine months ended September 30, 2022, the company's **net loss decreased to $153,751** from **$515,988** in the prior year, also benefiting from a **positive change in warrant liabilities fair value**[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) | Metric | Balance as of Jan 1, 2022 ($) | Balance as of Sep 30, 2022 ($) | |:---|:---|:---| | Ordinary shares, Amount | 1,375 | 1,375 | | Accumulated deficit | (6,846,396) | (8,676,489) | | **Total shareholders' deficit** | **(6,845,021)** | **(8,675,114)** | - The **total shareholders' deficit increased from $(6,845,021)** as of January 1, 2022, to **$(8,675,114)** as of September 30, 2022, primarily due to accretion of carrying value to redemption value and net loss for the period, partially offset by net income in the latest quarter[15](index=15&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Metric | 9 Months Ended Sep 30, 2022 ($) | 9 Months Ended Sep 30, 2021 ($) | |:---|:---|:---| | Net cash used in operating activities | (760,547) | (428,819) | | Net cash provided by financing activities | 692,598 | 112,451 | | **NET CHANGE IN CASH** | **(67,949)** | **(316,368)** | | Cash, beginning of period | 164,863 | 672,443 | | Cash, end of period | 96,914 | 356,075 | - **Net cash used in operating activities increased to $760,547** for the nine months ended September 30, 2022, from **$428,819** in the prior year, mainly due to adjustments for warrant liabilities and interest/dividend income[17](index=17&type=chunk) - **Net cash provided by financing activities significantly increased to $692,598** in 2022 from **$112,451** in 2021, primarily from advances from a related party[17](index=17&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND](index=7&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) AGBA, a BVI blank check company, completed its IPO in 2019 and finalized its business combination with TAG Holdings Limited on November 14, 2022 - AGBA is a blank check company (SPAC) incorporated in **2018**, aiming for business combinations in healthcare, education, entertainment, and financial services, with a focus on China[20](index=20&type=chunk) - The company completed its IPO on **May 16, 2019**, raising **$46 million**, which was placed in a Trust Account[23](index=23&type=chunk)[24](index=24&type=chunk) - AGBA entered into a business combination agreement with TAG Holdings Limited and its subsidiaries on **November 3, 2021**, which was completed on **November 14, 2022**, issuing **55,500,000 ordinary shares** to TAG as consideration[33](index=33&type=chunk)[119](index=119&type=chunk) - The company has extended its deadline to consummate a business combination multiple times, most recently to **November 16, 2022**, through deposits into the Trust Account by insiders[36](index=36&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the significant accounting policies used in preparing the unaudited condensed consolidated financial statements, including the basis of presentation, principles of consolidation, and treatment of various financial instruments - The financial statements are prepared in accordance with **U.S. GAAP and SEC rules**, with interim information being unaudited but including necessary management adjustments[38](index=38&type=chunk) - The company is an **'emerging growth company'** and has elected to use the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[42](index=42&type=chunk) - **Warrant liabilities are classified as liabilities at fair value** and re-measured each period, with changes recognized in the consolidated statement of operations, using a Black-Scholes model[47](index=47&type=chunk) - **Ordinary shares subject to possible redemption are classified as temporary equity**, reflecting redemption rights outside the company's control[48](index=48&type=chunk) - The company is an exempted British Virgin Islands Company and is not subject to income taxes or filing requirements in the British Virgin Islands or the United States, resulting in a **zero tax provision**[58](index=58&type=chunk) [NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT](index=16&type=section&id=NOTE%203%20%E2%80%94%20CASH%20AND%20INVESTMENT%20HELD%20IN%20TRUST%20ACCOUNT) This note details the composition and fair value of assets held in the Company's Trust Account, primarily United States Treasury Bills | Asset Type | Sep 30, 2022 (Unaudited) ($) | Dec 31, 2021 (Audited) ($) | |:---|:---|:---| | U.S. Treasury Securities | 38,928,442 | 40,441,469 | - All investments in the Trust Account are held in **U.S. Treasury securities** and classified as available-for-sale, recorded at estimated fair value[74](index=74&type=chunk) [NOTE 4 — PUBLIC OFFERING](index=16&type=section&id=NOTE%204%20%E2%80%94%20PUBLIC%20OFFERING) This note details the Company's Public Offering on May 16, 2019, including the sale of units, deferred underwriting discount, and private unit sales to the sponsor - On **May 16, 2019**, the Company sold **4,600,000 Public Units at $10.00 per unit**, each including one ordinary share, one redeemable warrant, and one right[76](index=76&type=chunk) - A **deferred underwriting discount of $1,840,000** (4.0% of gross proceeds) is payable upon business combination completion, otherwise forfeited[78](index=78&type=chunk) - **225,000 Private Units were sold to the sponsor at $10.00 per unit**, with private warrants being non-redeemable and exercisable on a cashless basis[78](index=78&type=chunk)[79](index=79&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=17&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details various transactions with related parties, including insider share issuances, administrative service fees, and related party loans and advances - Insider shares were issued to the **CEO and sponsor** for a nominal price[80](index=80&type=chunk)[91](index=91&type=chunk) - The Company pays AGBA Holding Limited (owned by insiders) a **monthly fee of $10,000** for administrative services, which accrues without interest if payment is delayed due to insufficient funds outside the trust[82](index=82&type=chunk) - Related party loans and advances from the sponsor, AGBA Holding Limited, totaled **$5,266,243 in notes payable** and **$1,645,353 in advances** as of September 30, 2022, which are non-interest bearing and convertible into Private Units upon business combination[86](index=86&type=chunk)[88](index=88&type=chunk) [NOTE 6 – SHAREHOLDERS' DEFICIT](index=19&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS%27%20DEFICIT) This section outlines the components of shareholders' deficit, including ordinary shares, rights, and public warrants, detailing their authorization, issuance, and terms - The Company is authorized to issue **100,000,000 ordinary shares at $0.001 par value**, with **1,375,000 shares issued and outstanding** (excluding those subject to redemption) as of September 30, 2022[90](index=90&type=chunk)[91](index=91&type=chunk) - Each Public Right entitles the holder to receive **one-tenth (1/10) of an ordinary share** upon consummation of the initial business combination and is classified within shareholders' equity as 'Additional paid-in capital'[77](index=77&type=chunk)[93](index=93&type=chunk) - Public Warrants entitle holders to purchase **one-half of one ordinary share at $11.50 per full share**, exercisable upon business combination or May 13, 2020, and expiring five years after business combination completion, with the Company retaining redemption rights under specific conditions[94](index=94&type=chunk)[96](index=96&type=chunk) [NOTE 7 – ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION](index=21&type=section&id=NOTE%207%20%E2%80%93%20ORDINARY%20SHARE%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION) This note explains the accounting treatment of ordinary shares subject to possible redemption, classified as temporary equity, and provides details on past share redemptions - Ordinary shares subject to possible redemption are classified as **temporary equity**, reflecting redemption rights that are outside the Company's control[100](index=100&type=chunk) | Metric | 9 Months Ended Sep 30, 2022 | Year Ended Dec 31, 2021 | |:---|:---|:---| | Total ordinary shares issued | 5,975,000 | 5,975,000 | | Share redemption | (1,237,129) | (953,393) | | Ordinary shares, subject to possible redemption | 3,362,871 | 3,646,607 | - Share redemptions occurred on **February 8, 2021 (636,890 shares for $6.68 million)**, **November 10, 2021 (316,503 shares for $3.46 million)**, and **April 29, 2022 (283,736 shares for $3.19 million)**[101](index=101&type=chunk) [NOTE 8 – FAIR VALUE MEASUREMENTS](index=22&type=section&id=NOTE%208%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note details the fair value measurements of the Company's financial assets and liabilities, categorized into a three-level hierarchy based on observability of inputs | Description | Sep 30, 2022 ($) | Dec 31, 2021 ($) | |:---|:---|:---| | U.S. Treasury Securities (Level 1) | 38,928,442 | 40,441,469 | | Warrant liabilities (Level 3) | 13,500 | 490,000 | - The **fair value of private warrants decreased from $0.49 million** as of December 31, 2021, to **$0.013 million** as of September 30, 2022, resulting in a **gain from the change in fair value of approximately $477,000** for the nine months ended September 30, 2022[110](index=110&type=chunk) - Warrant liabilities are classified as **Level 3** due to the use of unobservable inputs in the Black-Scholes model, requiring significant judgment[109](index=109&type=chunk)[111](index=111&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=23&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines the Company's commitments and contingencies, including potential impacts from COVID-19, registration rights, underwriting discounts, and unit purchase options - The Company has granted **registration rights** to holders of insider shares and private units, bearing the expenses for filing registration statements[113](index=113&type=chunk)[145](index=145&type=chunk) - The underwriting agreement includes a **4.0% deferred underwriting discount**, contingent on the closing of a business combination, which will be reduced by 2.0% for each unit redeemed by shareholders[115](index=115&type=chunk)[146](index=146&type=chunk) - A **unit purchase option was sold to Maxim Group LLC for $100**, allowing purchase of **276,000 units at $11.50 each**, exercisable between the first and fifth anniversary of the IPO effective date[116](index=116&type=chunk)[148](index=148&type=chunk) - Maxim Group LLC was granted a **right of first refusal for 18 months** post-business combination to act as lead underwriter or co-manager for future equity and debt offerings[117](index=117&type=chunk)[149](index=149&type=chunk) [NOTE 9 – RECLASSIFICATION OF PRIOR YEAR PRESENTATION](index=24&type=section&id=NOTE%209%20%E2%80%93%20RECLASSIFICATION%20OF%20PRIOR%20YEAR%20PRESENTATION) This note states that certain prior period amounts have been reclassified for consistency with the current period presentation, with no effect on reported results of operations - Prior period amounts were reclassified for consistency, specifically an adjustment to the Statement of Changes In Shareholders' Deficit to reclassify capital contributions from extension deposits to the trust account[118](index=118&type=chunk) - These reclassifications had **no effect on the reported results of operations**[118](index=118&type=chunk) [NOTE 10 – SUBSEQUENT EVENTS](index=24&type=section&id=NOTE%2010%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after September 30, 2022, including the approval and completion of the business combination with TAG Holdings Limited and subsequent Nasdaq trading - On **November 10, 2022**, shareholders approved the business combination with TAG Holdings Limited, resulting in the **redemption of 3,339,229 Ordinary Shares at $11.617 per share**[119](index=119&type=chunk) - The business combination with TAG Holding Limited was completed on **November 14, 2022**, making the Company the **100% owner of TAG International Limited and TAG Asia Capital Holdings Limited**[119](index=119&type=chunk)[132](index=132&type=chunk) - The post-combination company was renamed **'AGBA Group Holding Limited'**, and its ordinary shares and warrants began trading on Nasdaq under **'AGBA' and 'AGBAW' on November 15, 2022**[120](index=120&type=chunk)[132](index=132&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the Company's financial condition, operational results, liquidity, capital resources, and critical accounting policies [Special Note Regarding Forward-Looking Statements](index=26&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from expectations - This report contains **forward-looking statements** subject to risks and uncertainties that could cause actual results to differ materially from expectations[122](index=122&type=chunk) - The company disclaims any obligation to update or revise forward-looking statements unless required by applicable securities law[122](index=122&type=chunk) [Overview](index=26&type=section&id=Overview) This section provides an overview of AGBA's status as a blank check company, its IPO, and the recent completion of its business combination with TAG Holdings Limited - Prior to the business combination, AGBA was a **blank check company with no revenue**, incurring losses from formation costs, and focused solely on finding a target business[123](index=123&type=chunk) - The company consummated its IPO on **May 16, 2019**, raising **$46 million**, which was placed in a Trust Account, along with **$2.25 million** from a private placement[124](index=124&type=chunk) - The business combination with TAG Holdings Limited was completed on **November 14, 2022**, after multiple extensions of the deadline, with AGBA issuing **55,500,000 ordinary shares** to TAG[126](index=126&type=chunk)[127](index=127&type=chunk)[130](index=130&type=chunk)[132](index=132&type=chunk) [Results of Operations](index=28&type=section&id=Results%20of%20Operations) This section analyzes the Company's financial performance, highlighting net income/loss and primary drivers for the three and nine months ended September 30, 2022 and 2021 | Metric | 3 Months Ended Sep 30, 2022 ($) | 3 Months Ended Sep 30, 2021 ($) | 9 Months Ended Sep 30, 2022 ($) | 9 Months Ended Sep 30, 2021 ($) | |:---|:---|:---|:---|:---| | Net Income (Loss) | 429,335 | (209,743) | (153,751) | (515,988) | | Primary drivers for 3-month period | Gain from warrant liabilities, dividend income | General & administrative expenses, loss from warrant liabilities | Gain from warrant liabilities, interest & dividend income | General & administrative expenses, loss from warrant liabilities | - The company generated a **net income of $429,335** for the three months ended September 30, 2022, compared to a **net loss of $209,743** for the same period in 2021, primarily due to a **gain from the change in fair value of warrant liabilities**[133](index=133&type=chunk) - For the nine months ended September 30, 2022, the **net loss was $153,751**, an improvement from a **$515,988 net loss** in the prior year, also driven by the **gain from warrant liabilities**[134](index=134&type=chunk) [Liquidity and Capital Resources](index=28&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the Company's liquidity position, funding sources, and going concern considerations prior to the business combination - As of September 30, 2022, the company had **$96,914 in cash** outside the Trust Account for working capital, with the remaining funds held in the Trust Account[135](index=135&type=chunk) - Liquidity needs have been met through insider share sales (**$25,000**), notes payable (**$5,266,243**), and advances from the Sponsor (**$1,645,353**) as of September 30, 2022, in addition to IPO and private placement proceeds[136](index=136&type=chunk) - The company's ability to continue as a going concern was in substantial doubt if a business combination was not consummated by **November 16, 2022**, due to potential insufficient funds[141](index=141&type=chunk) [Off-balance Sheet Financing Arrangements](index=29&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of off-balance sheet financing arrangements as of September 30, 2022 - As of September 30, 2022, the company had **no off-balance sheet arrangements**, such as relationships with unconsolidated entities, special purpose entities, or guarantees of debt/commitments[142](index=142&type=chunk) [Contractual Obligations](index=30&type=section&id=Contractual%20Obligations) This section outlines the Company's contractual obligations, including administrative service fees, registration rights, deferred underwriting discounts, and unit purchase options - The company has an agreement to pay its Sponsor a **monthly fee of $10,000** for general and administrative services until the earlier of business combination completion or liquidation[144](index=144&type=chunk) - Contractual obligations include **registration rights** for insider shares and private units, a **deferred underwriting discount of 4.0%** contingent on business combination, a **unit purchase option for 276,000 units** granted to Maxim Group LLC, and a **right of first refusal** to Maxim for future offerings[145](index=145&type=chunk)[146](index=146&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) [Critical Accounting Policies](index=31&type=section&id=Critical%20Accounting%20Policies) This section describes the critical accounting policies that require significant management estimates and judgments, including those for ordinary shares, warrant liabilities, and net loss per share - The preparation of financial statements requires management to make **estimates and assumptions** that affect reported amounts[150](index=150&type=chunk) - Ordinary shares subject to possible redemption are classified as **temporary equity** due to redemption rights outside the company's control[151](index=151&type=chunk) - Warrant liabilities are classified as **liabilities at fair value** and re-measured each reporting period using a Black-Scholes model, with changes recognized in the statement of operations[154](index=154&type=chunk) - Net loss per share is calculated by dividing net loss by the **weighted-average number of ordinary shares outstanding**, excluding redeemable shares and anti-dilutive securities[152](index=152&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section addresses the Company's exposure to market risks, concluding no material interest rate risk due to investments in short-term U.S. government treasury bills - The company's investments in the Trust Account consist of **short-term U.S. government treasury bills or money market funds**[155](index=155&type=chunk) - Due to the short-term nature of these investments, the company believes there is **no material exposure to interest rate risk**[155](index=155&type=chunk) [Item 4. Control and Procedures](index=33&type=section&id=Item%204.%20Control%20and%20Procedures) This section discusses the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting, noting material weaknesses and remediation plans [Evaluation of Disclosure Controls and Procedures](index=33&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the evaluation of the Company's disclosure controls and procedures, identifying material weaknesses and outlining remediation efforts - As of **March 22, 2022**, the Certifying Officers concluded that the company's **disclosure controls and procedures were not effective**[157](index=157&type=chunk) - **Material weaknesses** were identified in internal control over financial reporting related to the improper classification of warrants (as derivative liabilities instead of equity) and ordinary shares subject to possible redemption (a portion classified in permanent equity instead of temporary equity)[159](index=159&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk) - The company has developed a **remediation plan**, including enhanced access to accounting literature and increased communication among personnel and third-party professionals, to address these material weaknesses[163](index=163&type=chunk) [Changes in Internal Control Over Financial Reporting](index=34&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section confirms no material changes in internal control over financial reporting during the most recent fiscal quarter and outlines planned enhancements - **No material changes** in internal control over financial reporting occurred during the most recently completed fiscal quarter[164](index=164&type=chunk) - The company plans to enhance processes to identify and apply complex accounting standards, including improved access to literature and increased communication, to address identified material weaknesses[164](index=164&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings - There are **no legal proceedings** to report[166](index=166&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, AGBA Group Holding Limited is not required to make disclosures under this Item - As a smaller reporting company, AGBA is **exempt from making disclosures** under Item 1A (Risk Factors)[166](index=166&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of equity securities and the use of proceeds from the Company's initial public offering and private placement - The IPO on **May 16, 2019**, involved the sale of **4,600,000 Units at $10.00 each**, generating **$46,000,000**, which was placed in a Trust Account[167](index=167&type=chunk)[169](index=169&type=chunk) - Simultaneously, **225,000 Private Units were sold to the Sponsor at $10.00 per unit**, generating **$2,250,000**[167](index=167&type=chunk) - The Sponsor agreed to vote its shares in favor of any proposed business combination and not to redeem its shares, with Private Shares not entitled to redemption if a business combination is not consummated[168](index=168&type=chunk) - Unsecured promissory notes totaling **$5,266,243** were issued to the Sponsor for deposits into the Trust Account to extend the business combination deadline, with these notes being non-interest bearing and convertible into Private Units[171](index=171&type=chunk)[86](index=86&type=chunk) [Item 3. Defaults Upon Senior Securities](index=36&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - There are **no defaults upon senior securities** to report[172](index=172&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are **not applicable** to the company[172](index=172&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information) The Company reported no other information - There is **no other information** to report[172](index=172&type=chunk) [Item 6. Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - Exhibits include certifications of principal executive and financial officers (**31.1, 31.2, 32**), Inline XBRL Instance Document (**101.INS**), Taxonomy Extension Calculation Linkbase Document (**101.CAL**), Schema Document (**101.SCH**), Definition Linkbase Document (**101.DEF**), Labels Linkbase Document (**101.LAB**), Presentation Linkbase Document (**101.PRE**), and Cover Page Interactive Data File (**104**)[175](index=175&type=chunk)

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) Presents AGBA Acquisition Limited's unaudited condensed consolidated financial statements and related disclosures [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents AGBA Acquisition Limited's unaudited condensed consolidated financial statements and detailed notes for periods ended June 30, 2022, and December 31, 2021 [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a decrease in cash and trust account assets, alongside an increase in related party notes payable and amounts due, contributing to a larger total shareholders' deficit as of June 30, 2022, compared to December 31, 2021 Condensed Consolidated Balance Sheet Highlights (US$) | Metric | June 30, 2022 | December 31, 2021 | | :------------------------------------ | :------------ | :---------------- | | Cash | **$85,619** | **$164,863** | | Cash and investments held in trust account | **$38,315,391** | **$40,441,469** | | TOTAL ASSETS | **$38,401,010** | **$40,606,332** | | Note payable – related party | **$4,761,812** | **$3,710,390** | | Amount due to related party | **$1,419,337** | **$952,761** | | TOTAL LIABILITIES | **$8,577,017** | **$7,009,884** | | Total shareholders' deficit | **($8,491,398)** | **($6,845,021)** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The company reported increased net losses for both the three and six months ended June 30, 2022, primarily driven by higher general and administrative expenses and the accretion of carrying value to redemption value, despite some dividend income Condensed Consolidated Statements of Operations and Comprehensive Loss (US$) | Metric | 3 Months Ended June 30, 2022 | 3 Months Ended June 30, 2021 | 6 Months Ended June 30, 2022 | 6 Months Ended June 30, 2021 | | :--------------------------------------------------------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | General and administrative expenses | **($212,219)** | **($125,521)** | **($534,958)** | **($258,564)** | | Change in fair value of warrant liabilities | **($30,000)** | **($50,000)** | **($60,000)** | **($60,000)** | | Dividend income | **$10,869** | **$1,066** | **$11,869** | **$1,629** | | Interest income | **-** | **$14** | **$3** | **$10,690** | | NET LOSS | **($231,350)** | **($174,441)** | **($583,086)** | **($306,245)** | | Basic and diluted net loss per share, ordinary share attributable to AGBA Acquisition Limited | **($0.15)** | **($0.14)** | **($0.33)** | **($0.08)** | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The statement reflects a significant increase in the accumulated deficit and total shareholders' deficit from January 1, 2022, to June 30, 2022, primarily due to net losses and the accretion of carrying value to redemption value Changes in Shareholders' Deficit (US$) | Metric | Balance as of January 1, 2022 | Accretion of carrying value to redemption value | Net loss for the period | Balance as of June 30, 2022 | | :-------------------- | :---------------------------- | :---------------------------------------------- | :---------------------- | :-------------------------- | | Accumulated deficit | **($6,846,396)** | **($1,063,291)** | **($583,086)** | **($8,492,773)** | | Total shareholders' deficit | **($6,845,021)** | **($1,063,291)** | **($583,086)** | **($8,491,398)** | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows from operating activities show a substantial increase in cash used for the six months ended June 30, 2022, compared to the prior year, with financing activities primarily driven by advances from a related party Condensed Consolidated Statements of Cash Flows (US$) | Metric | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net loss | **($583,086)** | **($306,245)** | | Cash used in operating activities | **($545,820)** | **($235,941)** | | Advance from a related party | **$466,576** | **$67,590** | | Net cash provided by financing activities | **$466,576** | **$67,590** | | NET CHANGE IN CASH | **($79,244)** | **($168,351)** | | Cash, end of period | **$85,619** | **$504,092** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed disclosures on organization, accounting policies, trust account, public offering, related party transactions, equity, fair value, commitments, and subsequent events [NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND](index=8&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) AGBA Acquisition Limited is a blank check company (SPAC) incorporated in the British Virgin Islands, focused on acquiring businesses in specific sectors in China. It completed its IPO in May 2019 and has extended its business combination deadline multiple times, now set for November 16, 2022. The company has entered into a business combination agreement with TAG Holdings Limited and its subsidiaries - AGBA is a blank check company (SPAC) incorporated in the British Virgin Islands, aiming for an initial business combination in healthcare, education, entertainment, and financial services sectors, primarily in China[18](index=18&type=chunk) - The company completed its IPO on May 16, 2019, raising **$46 million**, which was placed in a Trust Account[19](index=19&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk) - AGBA has entered into a business combination agreement with TAG Holdings Limited and its subsidiaries (OPH, Fintech, B2B, B2BSub, HKSub) as of November 3, 2021, with an extended outside closing date of October 31, 2022[31](index=31&type=chunk)[33](index=33&type=chunk) - The deadline to consummate a business combination has been extended ten times, now set for **November 16, 2022**. Failure to do so will result in liquidation[34](index=34&type=chunk)[36](index=36&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) Details the company's accounting practices, including U.S. GAAP adherence, consolidation, emerging growth status, and policies for cash, trust account, warrants, and equity - The financial statements are prepared in accordance with U.S. GAAP and SEC rules, and include the consolidated activities of AGBA and its wholly-owned subsidiaries, AMSI and AMSII[20](index=20&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk)[39](index=39&type=chunk) - AGBA is an "emerging growth company" and has elected to use the extended transition period for complying with new or revised financial accounting standards[41](index=41&type=chunk)[42](index=42&type=chunk) - Warrants are classified as liabilities at fair value and re-measured each period, with changes recognized in the statement of operations, using a Black-Scholes model[48](index=48&type=chunk)[159](index=159&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the company's control, in accordance with ASC Topic 480[49](index=49&type=chunk)[103](index=103&type=chunk)[156](index=156&type=chunk) - Net loss per share calculation considers the allocation of net loss and accretion of carrying value to redemption value between redeemable and non-redeemable ordinary shares[59](index=59&type=chunk)[61](index=61&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk)[158](index=158&type=chunk) [NOTE 3 — CASH AND INVESTMENT HELD IN TRUST ACCOUNT](index=18&type=section&id=NOTE%203%20%E2%80%94%20CASH%20AND%20INVESTMENT%20HELD%20IN%20TRUST%20ACCOUNT) The Trust Account primarily holds U.S. Treasury Bills, with the total value decreasing from $40.4 million at December 31, 2021, to $38.3 million at June 30, 2022 Trust Account Investments (US$) | Asset | June 30, 2022 | December 31, 2021 | | :----------------------------------- | :------------ | :---------------- | | U.S. Treasury Securities held in Trust Account | **$38,315,391** | **$40,441,469** | [NOTE 4 — PUBLIC OFFERING](index=18&type=section&id=NOTE%204%20%E2%80%94%20PUBLIC%20OFFERING) The company's IPO on May 16, 2019, involved the sale of 4,600,000 units at $10.00 each, generating $46 million, with each unit comprising an ordinary share, a redeemable warrant, and a right. A concurrent private placement of 225,000 units also occurred, and underwriting fees included both upfront and deferred components - IPO on May 16, 2019, sold **4,600,000 units** at **$10.00/unit**, generating **$46,000,000**. Each unit included one ordinary share, one redeemable warrant, and one right[75](index=75&type=chunk)[127](index=127&type=chunk) - A private placement of **225,000 units** at **$10.00/unit** generated **$2,250,000**[77](index=77&type=chunk)[127](index=127&type=chunk) - Underwriting fees included an upfront discount of **$1,150,000 (2.5%)** and a deferred discount of **$1,840,000 (2.0%)** contingent on business combination completion[77](index=77&type=chunk)[118](index=118&type=chunk)[150](index=150&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=20&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) Related party transactions include a $10,000 monthly administrative fee paid to AGBA Holding Limited and significant non-interest bearing promissory notes and advances from the Sponsor, totaling $4,761,812 and $1,419,337 respectively as of June 30, 2022, primarily for extending the business combination deadline and covering working capital - AGBA Holding Limited, owned by insiders, receives a **$10,000 monthly fee** for administrative services[83](index=83&type=chunk)[148](index=148&type=chunk) Related Party Loans and Advances (US$) | Item | June 30, 2022 | December 31, 2021 | | :-------------------------- | :------------ | :---------------- | | Note payable – related party | **$4,761,812** | **$3,710,390** | | Amount due to related party | **$1,419,337** | **$952,761** | - Promissory notes totaling **$4,761,812** as of June 30, 2022, were issued to the sponsor for deposits into the Trust Account to extend the business combination deadline. These notes are non-interest bearing and convertible into Private Units[85](index=85&type=chunk)[86](index=86&type=chunk)[87](index=87&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[177](index=177&type=chunk) [NOTE 6 – SHAREHOLDERS' EQUITY](index=21&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20EQUITY) This note details the company's authorized and issued ordinary shares, including 3,362,871 shares subject to possible redemption as of June 30, 2022. It also outlines the terms of public warrants, which allow holders to purchase ordinary shares at $11.50 and are subject to potential redemption by the company under specific conditions - The company is authorized to issue **100,000,000 ordinary shares** at **$0.001 par value**[89](index=89&type=chunk) - As of June 30, 2022, **1,375,000 ordinary shares** were issued and outstanding, excluding **3,362,871 shares** subject to possible redemption[92](index=92&type=chunk) - Each Public Warrant allows the holder to purchase one-half of one ordinary share at **$11.50 per full share**, exercisable after business combination completion or May 13, 2020, and expiring on the fifth anniversary of business combination completion[95](index=95&type=chunk)[98](index=98&type=chunk) - The company may redeem outstanding warrants at **$0.01 per warrant** if the ordinary share price exceeds **$16.50** for 20 trading days within a 30-day period, and a current registration statement is effective[98](index=98&type=chunk) [NOTE 7 – ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION](index=24&type=section&id=NOTE%207%20%E2%80%93%20ORDINARY%20SHARE%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION) Ordinary shares subject to possible redemption are classified as temporary equity in accordance with ASC Topic 480. The company has experienced several share redemptions, reducing the number of such shares from 3,646,607 at December 31, 2021, to 3,362,871 at June 30, 2022 - Ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the company's control, in accordance with ASC Topic 480[103](index=103&type=chunk)[156](index=156&type=chunk) Share Redemption Summary (US$) | Date | Shares Redeemed | Price Per Share (approx.) | Aggregate Amount | | :----------- | :-------------- | :------------------------ | :--------------- | | Feb 8, 2021 | **636,890** | **$10.49** | **$6,680,520** | | Nov 10, 2021 | **316,503** | **$10.94** | **$3,462,565** | | Apr 29, 2022 | **283,736** | **$11.24** | **$3,189,369** | Ordinary Shares Subject to Possible Redemption | Metric | June 30, 2022 | December 31, 2021 | | :---------------------------------------- | :------------ | :---------------- | | Ordinary shares, subject to possible redemption | **3,362,871** | **3,646,607** | [NOTE 8 – FAIR VALUE MEASUREMENTS](index=24&type=section&id=NOTE%208%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) The company categorizes fair value measurements into a three-level hierarchy. U.S. Treasury Securities in the Trust Account are Level 1, while warrant liabilities are Level 3, valued using a Black-Scholes model due to unobservable inputs, with their aggregate value increasing from $0.49 million to $0.55 million from December 31, 2021, to June 30, 2022 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than Level 1), and Level 3 (unobservable inputs)[106](index=106&type=chunk)[107](index=107&type=chunk) Fair Value Measurements (US$) | Description | June 30, 2022 | Level 1 | Level 2 | Level 3 | | :----------------------------------- | :------------ | :------ | :------ | :------ | | U.S. Treasury Securities held in Trust Account | **$38,315,391** | **$38,315,391** | - | - | | Warrant liabilities | **$550,000** | - | - | **$550,000** | | **Description** | **December 31, 2021** | **Level 1** | **Level 2** | **Level 3** | | U.S. Treasury Securities held in Trust Account | **$40,441,469** | **$40,441,469** | - | - | | Warrant liabilities | **$490,000** | - | - | **$490,000** | - Private warrants are classified as Level 3 liabilities and valued using a Black-Scholes model due to unobservable inputs, with their aggregate value increasing from **$0.49 million** to **$0.55 million** from December 31, 2021, to June 30, 2022[110](index=110&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) Key Inputs for Warrant Valuation | Input | June 30, 2022 | December 31, 2021 | May 16, 2019 (Initial measurement) | | :-------------------- | :------------ | :---------------- | :--------------------------------- | | Share price | **$11.36** | **$11.02** | **$10.00** | | Risk-free interest rate | **3.00%** | **1.21%** | **2.18%** | | Volatility | **51%** | **47%** | **55%** | | Exercise price | **$11.50** | **$11.50** | **$11.50** | | Warrant life | **5 years** | **5 years** | **5 years** | [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=26&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This section addresses potential impacts of the COVID-19 pandemic, outlines registration rights for certain shareholders, and details the underwriting agreement, including a deferred discount contingent on business combination completion. It also covers a unit purchase option and a right of first refusal granted to Maxim Group LLC - The COVID-19 pandemic could negatively affect the company's financial position and search for a target, though no significant impact has been observed as of the reporting date[116](index=116&type=chunk) - Holders of insider shares, Private Units, and securities from working capital loans have registration rights[117](index=117&type=chunk)[149](index=149&type=chunk) - A deferred underwriting discount of **4.0% ($0.40 per unit)** is contingent on the closing of a business combination and will be reduced by **2.0% ($0.20 per unit)** for each redeemed share[118](index=118&type=chunk)[150](index=150&type=chunk) - Maxim Group LLC holds a unit purchase option for **276,000 units** at **$11.50 per unit**, exercisable between the first and fifth anniversary of the IPO effective date, expiring **May 13, 2024**[121](index=121&type=chunk)[153](index=153&type=chunk) - Maxim Group LLC also has a right of first refusal for future public and private equity and debt offerings for **18 months** post-business combination[122](index=122&type=chunk)[154](index=154&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=27&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) The company evaluated all events or transactions occurring after June 30, 2022, up to August 15, 2022, and found no material subsequent events requiring additional disclosure - No material subsequent events were identified between June 30, 2022, and August 15, 2022[123](index=123&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=28&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition and operational results, covering blank check status, IPO, business combination efforts, net losses, liquidity, and critical accounting policies [Special Note Regarding Forward-Looking Statements](index=28&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This section cautions readers that the report contains forward-looking statements that involve inherent risks and uncertainties, and actual results may differ materially from expectations. The company explicitly disclaims any obligation to update these statements - The report includes forward-looking statements that involve risks and uncertainties, and actual results may differ materially[125](index=125&type=chunk) [Overview](index=28&type=section&id=Overview) AGBA Acquisition Limited, a blank check company with no operating revenue, is actively pursuing a business combination, with its IPO proceeds held in a Trust Account. The deadline for this combination has been extended to November 16, 2022, and a definitive agreement with TAG Holdings Limited is in place, though the COVID-19 pandemic poses potential risks - AGBA is a blank check company with no revenue, focused on completing a business combination[126](index=126&type=chunk) - The IPO in May 2019 raised **$46 million**, with proceeds placed in a Trust Account[127](index=127&type=chunk)[139](index=139&type=chunk) - The company has extended its business combination deadline multiple times, now until **November 16, 2022**, through unsecured promissory notes from the Sponsor[130](index=130&type=chunk)[131](index=131&type=chunk) - A business combination agreement with TAG Holdings Limited and its subsidiaries was entered into on November 3, 2021, involving the issuance of **55,500,000 ordinary shares** to TAG[134](index=134&type=chunk) - The COVID-19 pandemic could impact the search for a business combination due to travel restrictions and operational limitations[133](index=133&type=chunk) [Results of Operations](index=30&type=section&id=Results%20of%20Operations) The company reported net losses for both the three and six months ended June 30, 2022, and 2021, primarily due to general and administrative expenses and losses from changes in the fair value of warrant liabilities Net Loss Summary (US$) | Period | Net Loss | Primary Drivers | | :--------------------------- | :------- | :---------------------------------------------------------------------------------------------------- | | 3 months ended June 30, 2022 | **($231,350)** | Dividend income, G&A expenses, loss from change in fair value of warrant liabilities | | 3 months ended June 30, 2021 | **($174,441)** | G&A expenses, loss from change in fair value of warrant liabilities | | 6 months ended June 30, 2022 | **($583,086)** | Interest and dividend income, G&A expenses, loss from change in fair value of warrant liabilities | | 6 months ended June 30, 2021 | **($306,245)** | G&A expenses, loss from change in fair value of warrant liabilities | [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2022, the company had limited cash outside its Trust Account ($85,619) and relies on IPO proceeds, private placement, and related party loans/advances. There is substantial doubt about its ability to continue as a going concern if a business combination is not consummated by November 16, 2022 - Cash outside the Trust Account was **$85,619** as of June 30, 2022[139](index=139&type=chunk) - Liquidity is primarily from IPO/private placement proceeds (**$46 million** in Trust Account) and related party loans/advances (**$4,761,812** note payable and **$1,419,337** advances as of June 30, 2022)[139](index=139&type=chunk)[140](index=140&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern if a business combination is not completed by **November 16, 2022**[146](index=146&type=chunk) [Off-balance Sheet Financing Arrangements](index=31&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) As of June 30, 2022, the company reported no off-balance sheet arrangements, special purpose entities, or guarantees of debt - The company has no off-balance sheet arrangements as of June 30, 2022[147](index=147&type=chunk) [Contractual Obligations](index=31&type=section&id=Contractual%20Obligations) The company's contractual obligations include a $10,000 monthly administrative fee to its Sponsor, registration rights for certain shareholders, and a deferred underwriting discount contingent on the business combination. Additionally, it has a unit purchase option and a right of first refusal granted to Maxim Group LLC - Obligated to pay AGBA Holding Limited a **$10,000 monthly fee** for administrative services[148](index=148&type=chunk) - Certain shareholders and holders of Private Units have registration rights[149](index=149&type=chunk) - A deferred underwriting discount of **4.0% ($0.40 per unit)** is contingent on the business combination closing[150](index=150&type=chunk) - Maxim Group LLC holds a unit purchase option for **276,000 units** and a right of first refusal for future offerings[153](index=153&type=chunk)[154](index=154&type=chunk) [Critical Accounting Policies](index=33&type=section&id=Critical%20Accounting%20Policies) While the preparation of financial statements involves management estimates and assumptions, the company has not identified any significant accounting policies as critical - Management makes estimates and assumptions for financial statements, but no significant accounting policies have been identified as critical[155](index=155&type=chunk) [Ordinary Shares Subject To Possible Redemption](index=33&type=section&id=Ordinary%20Shares%20Subject%20To%20Possible%20Redemption) The company classifies ordinary shares subject to possible redemption as temporary equity, in accordance with ASC Topic 480, due to redemption provisions that are not solely within its control - Ordinary shares subject to possible redemption are classified as temporary equity, as redemption provisions are not solely within the company's control, in accordance with ASC Topic 480[156](index=156&type=chunk) [Net Income (Loss) Per Share](index=34&type=section&id=Net%20Income%20(Loss)%20Per%20Share) Basic and diluted net loss per share are calculated by dividing net loss by the weighted-average ordinary shares outstanding. Shares subject to possible conversion and warrants are excluded from diluted EPS calculations if they are anti-dilutive or contingent on future events - Basic and diluted loss per share are calculated by dividing net loss by weighted-average ordinary shares outstanding, excluding shares subject to possible conversion and warrants if anti-dilutive or contingent[158](index=158&type=chunk) [Warrant Liabilities](index=34&type=section&id=Warrant%20Liabilities) Private warrants are accounted for as liabilities at fair value and are re-measured at each balance sheet date, with changes recognized in the statement of operations, using a Black-Scholes model - Private warrants are classified as liabilities at fair value and re-measured each reporting period, with changes recognized in the statement of operations, using a Black-Scholes model[159](index=159&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company's investments in the Trust Account, primarily U.S. government treasury bills or money market funds, have short-term maturities, resulting in no material exposure to interest rate risk - Investments in the Trust Account (U.S. government treasury bills or money market funds) have short-term maturities, leading to no material exposure to interest rate risk[160](index=160&type=chunk) [Item 4. Control and Procedures](index=34&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were not effective as of March 22, 2022, due to material weaknesses in accounting for warrants and ordinary shares subject to possible redemption. A remediation plan is being developed to enhance accounting processes [Evaluation of Disclosure Controls and Procedures](index=34&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management determined that disclosure controls and procedures were not effective as of March 22, 2022, due to material weaknesses related to the improper classification of warrants and ordinary shares subject to possible redemption. A remediation plan is underway to improve accounting processes - Disclosure controls and procedures were deemed not effective as of **March 22, 2022**[162](index=162&type=chunk) - Material weaknesses were identified in internal control over financial reporting concerning the classification of warrants (as derivative liabilities instead of equity) and ordinary shares subject to possible redemption (not fully classified as temporary equity)[165](index=165&type=chunk)[166](index=166&type=chunk)[167](index=167&type=chunk) - A remediation plan is being developed to enhance the system for evaluating and implementing complex accounting standards, including improved access to literature and increased communication[168](index=168&type=chunk)[169](index=169&type=chunk) [Changes in Internal Control Over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the most recent fiscal quarter, but the company plans to enhance its processes to address the identified material weaknesses - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[169](index=169&type=chunk) - The company plans to enhance processes to identify and apply accounting requirements, including improved access to literature and increased communication, to address identified material weaknesses[169](index=169&type=chunk) [PART II – OTHER INFORMATION](index=36&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) Provides additional disclosures including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=36&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - No legal proceedings were reported[171](index=171&type=chunk) [Item 1A. Risk Factors](index=36&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, AGBA is not required to make disclosures under this item - As a smaller reporting company, AGBA is not required to disclose risk factors under this item[171](index=171&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=36&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the IPO and private placement in May 2019, which placed $46 million into a Trust Account. It also outlines the Sponsor's agreements regarding Private Units and the subsequent issuance of unsecured promissory notes to the Sponsor to extend the business combination deadline - IPO on May 16, 2019, raised **$46,000,000**, and a private placement raised **$2,250,000**, with net proceeds placed in a Trust Account[172](index=172&type=chunk)[174](index=174&type=chunk) - The Sponsor agreed to vote Private Shares in favor of a business combination and not to redeem them if a business combination is not consummated[173](index=173&type=chunk) - Unsecured promissory notes totaling **$460,000**, **$594,467**, **$546,991**, and **$504,431** were issued to the Sponsor multiple times to extend the business combination deadline, with the latest extension until **November 16, 2022**[177](index=177&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - No defaults upon senior securities were reported[178](index=178&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Mine safety disclosures are not applicable to the company[178](index=178&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) The company reported no other information - No other information was reported[178](index=178&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including various certifications and Inline XBRL documents - The report includes various exhibits such as certifications (31.1, 31.2, 32) and Inline XBRL documents (101.INS, 101.CAL, 101.SCH, 101.DEF, 101.LAB, 101.PRE, 104)[181](index=181&type=chunk) [SIGNATURES](index=39&type=section&id=SIGNATURES) Confirms the official signing of the report by the Chief Executive Officer and Chief Financial Officer [SIGNATURES](index=39&type=section&id=SIGNATURES) The report was duly signed on August 15, 2022, by Gordon Lee, Chief Executive Officer, and Vera Tan, Chief Financial Officer, on behalf of AGBA Acquisition Limited - The report was signed by Gordon Lee (CEO) and Vera Tan (CFO) on **August 15, 2022**[184](index=184&type=chunk)

PART I – FINANCIAL INFORMATION This section presents the company's unaudited condensed consolidated financial statements, management's analysis, market risk disclosures, and internal control evaluations [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents AGBA Acquisition Limited's unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, and cash flows, along with explanatory notes [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) This statement provides a snapshot of the company's financial position, detailing its assets, liabilities, and shareholders' deficit at specific points in time Condensed Consolidated Balance Sheet Highlights | Metric | March 31, 2022 (US$) | December 31, 2021 (US$) | |:----------------------------|:---------------------|:------------------------| | Total Current Assets | 33,356 | 164,863 | | Cash & Investments in Trust | 40,989,461 | 40,441,469 | | TOTAL ASSETS | 41,022,817 | 40,606,332 | | Total Current Liabilities | 5,418,105 | 4,679,884 | | Warrant Liabilities | 520,000 | 490,000 | | TOTAL LIABILITIES | 7,778,105 | 7,009,884 | | Total Shareholders' Deficit | (7,744,749) | (6,845,021) | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This statement outlines the company's financial performance over a period, detailing revenues, expenses, and net loss, including comprehensive loss Condensed Consolidated Statements of Operations and Comprehensive Loss | Metric | Three Months Ended March 31, 2022 (US$) | Three Months Ended March 31, 2021 (US$) | |:---------------------------------------------------------------------|:----------------------------------------|:----------------------------------------| | General and administrative expenses | (322,739) | (133,043) | | Total operating expenses | (322,739) | (133,043) | | Change in fair value of warrant liabilities | (30,000) | (10,000) | | Dividend income | 1,000 | 563 | | Interest income | 3 | 10,676 | | Total other income (expense) | (28,997) | 1,239 | | Loss before income taxes | (351,736) | (131,804) | | NET LOSS | (351,736) | (131,804) | | COMPREHENSIVE LOSS | (351,736) | (141,977) | | Basic and diluted net (loss) income per share (ordinary share subject to possible redemption) | (0.03) | 0.01 | | Basic and diluted net loss per share (ordinary share attributable to AGBA Acquisition Limited) | (0.18) | (0.13) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) This statement tracks changes in the company's shareholders' deficit over time, reflecting net loss and other comprehensive income or loss Changes in Shareholders' Deficit | Metric | Three Months Ended March 31, 2022 (US$) | Three Months Ended March 31, 2021 (US$) | |:-------------------------------------------|:----------------------------------------|:----------------------------------------| | Balance as of January 1 | (6,845,021) | (1,480,977) | | Accretion of carrying value to redemption | (547,992) | (2,845,420) | | Net loss for the period | (351,736) | (131,804) | | Unrealized holding gain on AFS securities | - | 482 | | Realized holding loss on AFS securities | - | (10,655) | | Balance as of March 31 | (7,744,749) | (4,468,374) | [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement details the cash inflows and outflows from operating, investing, and financing activities over a specific period Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2022 (US$) | Three Months Ended March 31, 2021 (US$) | |:------------------------------------|:----------------------------------------|:----------------------------------------| | Net cash used in operating activities | (336,533) | (133,306) | | Net cash provided by financing activities | 205,026 | 30,871 | | NET CHANGE IN CASH | (131,507) | (102,435) | | Cash, beginning of period | 164,443 | 672,443 | | Cash, end of period | 33,356 | 570,008 | - Non-cash financing activities for the three months ended **March 31, 2022**, included accretion of carrying value to redemption value of **$(547,992)** and proceeds of a promissory note deposited in Trust Account by a founder shareholder of **$546,992**[16](index=16&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the unaudited condensed consolidated financial statements [NOTE 1 – ORGANIZATION AND BUSINESS BACKGROUND](index=8&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20BUSINESS%20BACKGROUND) This note describes AGBA Acquisition Limited's formation as a blank check company, its lack of operating revenues, and its ongoing pursuit of a business combination with TAG Holdings Limited - AGBA Acquisition Limited is a blank check company incorporated on **October 8, 2018**, for the purpose of an initial business combination[19](index=19&type=chunk) - The company intends to focus on operating businesses in the healthcare, education, entertainment, and financial services sectors with principal operations in China[19](index=19&type=chunk) - All activities through **March 31, 2022**, relate to formation, initial public offering, and negotiation of a proposed business combination with TAG Holdings Limited[20](index=20&type=chunk) - The company will not generate operating revenues until after the completion of a business combination, earliest, and generates non-operating income from interest on proceeds held in trust[20](index=20&type=chunk) - On **November 3, 2021**, the Company entered into a business combination agreement with TAG Holdings Limited and its subsidiaries (OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, etc.) to acquire **100%** of their equity interests[32](index=32&type=chunk) - The business combination involves AGBA issuing **55,500,000** ordinary shares at a deemed price of **$10.00** per share to TAG[32](index=32&type=chunk) - The Outside Closing Date for the proposed transactions was extended to **October 31, 2022**, from **April 30, 2022**[34](index=34&type=chunk) - The company has extended the period to consummate a business combination **nine** times, now having until **August 16, 2022**[36](index=36&type=chunk) - These conditions raise substantial doubt about the Company's ability to continue as a going concern if a business combination is not consummated by **August 16, 2022** (unless further extended)[37](index=37&type=chunk) [NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202%20%E2%80%93%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note details the company's significant accounting policies, including U.S. GAAP basis, consolidation principles, emerging growth company status, and treatment of investments, warrants, and redeemable shares - The unaudited condensed consolidated financial statements are prepared in accordance with **U.S. GAAP** and **SEC** rules[40](index=40&type=chunk) - The Company consolidates its wholly-owned subsidiaries, AGBA Merger Sub I Limited (**AMSI**) and AGBA Merger Sub II Limited (**AMSII**), both incorporated on **November 26, 2021**[41](index=41&type=chunk)[42](index=42&type=chunk) - AGBA is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[43](index=43&type=chunk)[44](index=44&type=chunk) - Investments in U.S. Treasuries held in the Trust Account are classified as available-for-sale, and money market funds are classified using the trading method, both recorded at fair value[48](index=48&type=chunk) - Warrant liabilities are classified as liabilities at fair value and re-measured each reporting period, with changes recognized in the consolidated statement of operations[49](index=49&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity, outside of shareholders' equity, due to redemption rights outside the Company's control[50](index=50&type=chunk) - The Company is an exempted British Virgin Islands Company and is not subject to income taxes or filing requirements in the British Virgin Islands or the United States, resulting in a **zero tax provision**[61](index=61&type=chunk) Net Loss Per Share Calculation (Three Months Ended March 31) | Metric | 2022 (US$) | 2021 (US$) | |:---------------------------------------------------------------------|:-----------|:-----------| | Net loss | (351,756) | (131,804) | | Accretion of carrying value to redemption value | (547,992) | (595,511) | | Net loss including accretion of carrying value to redemption value | (899,728) | (727,315) | | Basic and diluted net loss per share (Redeemable ordinary shares) | (0.03) | 0.01 | | Basic and diluted net loss per share (Non-Redeemable ordinary shares)| (0.18) | (0.13) | [NOTE 3 – CASH AND INVESTMENT HELD IN TRUST ACCOUNT](index=18&type=section&id=NOTE%203%20%E2%80%93%20CASH%20AND%20INVESTMENT%20HELD%20IN%20TRUST%20ACCOUNT) This note details the Trust Account's composition, primarily investments in U.S. Treasury Bills classified as available-for-sale securities and recorded at fair value Trust Account Investments | Investment Type | March 31, 2022 (US$) | December 31, 2021 (US$) | |:--------------------------|:---------------------|:------------------------| | U.S. Treasury Securities | 40,989,461 | 40,441,469 | | Cash | 0 | 0 | [NOTE 4 – PUBLIC OFFERING](index=18&type=section&id=NOTE%204%20%E2%80%93%20PUBLIC%20OFFERING) This note outlines the company's initial public offering on **May 16, 2019**, including the sale of **4,600,000** units, concurrent private unit sales, and the allocation of proceeds to a Trust Account - On **May 16, 2019**, the Company sold **4,600,000** units in its Public Offering at **$10.00** per unit, each consisting of one ordinary share, one redeemable warrant, and one right[74](index=74&type=chunk) - Simultaneously, **210,000** Private Units (and an additional **15,000** from over-allotment) were sold to the sponsor at **$10.00** per unit[76](index=76&type=chunk)[77](index=77&type=chunk) - The Company incurred **$2,559,729** in IPO-related costs, including **$2,175,948** of underwriting fees and **$383,781** of initial public offering costs[23](index=23&type=chunk) - **$46,000,000** was placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds[24](index=24&type=chunk) - A deferred underwriting discount of **$1,840,000** (**2.0%** of gross proceeds) is payable upon completion of a business combination[76](index=76&type=chunk) [NOTE 5 – RELATED PARTY TRANSACTIONS](index=20&type=section&id=NOTE%205%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including share issuances to the CEO and sponsor, monthly administrative fees, and non-interest bearing promissory notes for business combination extensions - The Company's CEO subscribed for **1,000** ordinary shares, and AGBA Holding Limited (the sponsor) was issued **1,149,000** ordinary shares[81](index=81&type=chunk) - The Company is obligated to pay AGBA Holding Limited a monthly fee of **$10,000** for general and administrative services[83](index=83&type=chunk) - The sponsor and affiliates have provided non-interest bearing, unsecured promissory notes to extend the business combination period[85](index=85&type=chunk) Note Payable Balance from Related Party Extensions | Date | Amount (US$) | |:--------------|:-------------| | March 31, 2022| 4,257,382 | | Dec 31, 2021 | 3,710,390 | - As of **March 31, 2022**, the Company owed AGBA Holding Limited **$1,157,787** for advanced expenses[88](index=88&type=chunk) [NOTE 6 – SHAREHOLDERS' DEFICIT](index=21&type=section&id=NOTE%206%20%E2%80%93%20SHAREHOLDERS'%20DEFICIT) This note outlines the company's ordinary share structure, including authorized and outstanding shares, and details the terms of public rights and warrants - The Company is authorized to issue **100,000,000** ordinary shares at par **$0.001**[89](index=89&type=chunk) - As of **March 31, 2022**, **1,375,000** ordinary shares were issued and outstanding, excluding **3,646,607** shares subject to possible redemption[90](index=90&type=chunk) - Each holder of a right will automatically receive **one-tenth (1/10)** of an ordinary share upon consummation of the initial business combination[94](index=94&type=chunk) - Each Public Warrant entitles the holder to purchase **one-half (1/2)** of one ordinary share at an exercise price of **$11.50** per full share[95](index=95&type=chunk) - The Company may redeem outstanding warrants at **$0.01** per warrant if the ordinary share price equals or exceeds **$16.50** for **20** trading days within a **30-day** period[98](index=98&type=chunk) [NOTE 7 – ORDINARY SHARE SUBJECT TO POSSIBLE REDEMPTION](index=24&type=section&id=NOTE%207%20%E2%80%93%20ORDINARY%20SHARE%20SUBJECT%20TO%20POSSIBLE%20REDEMPTION) This note explains the classification of ordinary shares subject to possible redemption as temporary equity and details the number of such shares and recent redemption activities - Ordinary shares subject to possible redemption are classified as temporary equity due to redemption rights outside the Company's control[101](index=101&type=chunk) Ordinary Shares Subject to Possible Redemption | Metric | March 31, 2022 | December 31, 2021 | |:------------------------------------------|:---------------|:------------------| | Ordinary shares, subject to possible redemption | 3,646,607 | 3,646,607 | - On **April 29, 2022**, **283,736** shares were redeemed by certain shareholders at approximately **$11.24** per share, totaling **$3,189,193**[104](index=104&type=chunk) [NOTE 8 – FAIR VALUE MEASUREMENTS](index=25&type=section&id=NOTE%208%20%E2%80%93%20FAIR%20VALUE%20MEASUREMENTS) This note details the company's fair value measurements, categorizing financial assets and liabilities into a three-level hierarchy, with warrant liabilities classified as Level 3 - Fair value hierarchy categorizes assets and liabilities into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than **Level 1**), and **Level 3** (unobservable inputs)[105](index=105&type=chunk)[106](index=106&type=chunk) Fair Value Measurements (March 31, 2022) | Description | Fair Value (US$) | Level 1 (US$) | Level 2 (US$) | Level 3 (US$) | |:------------------------------------------|:-----------------|:--------------|:--------------|:--------------| | U.S. Treasury Securities held in Trust Account | 40,989,461 | 40,989,461 | - | - | | Warrant liabilities | 520,000 | - | - | 520,000 | - Private warrants are classified as **Level 3** liabilities, valued using a **Black-Scholes model** due to unobservable inputs[110](index=110&type=chunk)[113](index=113&type=chunk) Key Inputs for Warrant Valuation (Black-Scholes Model) | Input | March 31, 2022 | December 31, 2021 | May 16, 2019 (Initial) | |:----------------------|:---------------|:------------------|:-----------------------| | Share price | $11.16 | $11.02 | $10.00 | | Risk-free interest rate | 2.43% | 1.21% | 2.18% | | Volatility | 49% | 47% | 55% | | Exercise price | $11.50 | $11.50 | $11.50 | - The aggregate value of private warrants was **$0.52 million** as of **March 31, 2022**, with a change in fair value of approximately **$30,000** for the three months ended **March 31, 2022**[112](index=112&type=chunk) [NOTE 8 – COMMITMENTS AND CONTINGENCIES](index=27&type=section&id=NOTE%208%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note addresses potential COVID-19 impacts, details commitments for registration rights, and outlines the deferred underwriting discount contingent on business combination completion - Management concluded that the **COVID-19** pandemic could negatively affect the Company's future financial position and search for a target company[114](index=114&type=chunk) - Holders of insider shares, private units, and securities issued for working capital loans are entitled to registration rights[115](index=115&type=chunk) - The underwriter is entitled to a deferred underwriting discount of **4.0%** (**$0.40** per unit) contingent on the closing of a business combination, which will be reduced by **2.0%** for each redeemed unit[116](index=116&type=chunk)[117](index=117&type=chunk) [NOTE 9 – SUBSEQUENT EVENTS](index=29&type=section&id=NOTE%209%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note details significant events occurring after **March 31, 2022**, including share redemptions and the issuance of a promissory note to extend the business combination deadline - On **April 29, 2022**, **283,736** shares were redeemed by certain shareholders at approximately **$11.24** per share, totaling **$3,189,193**[122](index=122&type=chunk) - On **May 9, 2022**, the Company issued a **$504,431** unsecured promissory note to AGBA Holding Limited to extend the business combination deadline until **August 16, 2022**[122](index=122&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of the company's financial condition and operational results, emphasizing its blank check status, business combination efforts, and liquidity challenges [Special Note Regarding Forward-Looking Statements](index=30&type=section&id=Special%20Note%20Regarding%20Forward-Looking%20Statements) This note advises that the report contains forward-looking statements subject to risks and uncertainties that may cause actual results to differ materially - The report includes forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[125](index=125&type=chunk) [Overview](index=30&type=section&id=Overview) This section provides a general overview of AGBA's status as a blank check company, its IPO, and its ongoing efforts to complete a business combination - AGBA is a blank check company incorporated in **2018**, with no revenue and losses since inception, focused on completing a business combination[126](index=126&type=chunk) - The company consummated its IPO on **May 16, 2019**, raising **$46,000,000**, with proceeds placed in a Trust Account[127](index=127&type=chunk) - The business combination deadline has been extended multiple times, with the latest extension to **August 16, 2022**, funded by unsecured promissory notes from the Sponsor[130](index=130&type=chunk)[131](index=131&type=chunk) - The **COVID-19** pandemic poses risks to the company's search for a business combination[133](index=133&type=chunk) - On **November 3, 2021**, the Company entered into a business combination agreement with TAG Holdings Limited and its subsidiaries, involving the issuance of **55,500,000** ordinary shares to TAG[134](index=134&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance, highlighting its net loss primarily from general and administrative expenses and warrant fair value changes - The company's activities since inception have been limited to IPO preparation and evaluating business combination candidates; it generates no operating revenues[137](index=137&type=chunk) Net Loss for Three Months Ended March 31 | Metric | 2022 (US$) | 2021 (US$) | |:---------|:-----------|:-----------| | Net Loss | (351,736) | (131,804) | - The net loss for both periods was primarily comprised of general and administrative expenses and a loss from the change in fair value of warrant liabilities[137](index=137&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's liquidity position, capital resources, and the potential need for additional financing, raising going concern doubts without a business combination - As of **March 31, 2022**, the company had **$33,356** in cash outside its Trust Account for working capital needs[138](index=138&type=chunk) - Liquidity has been satisfied through insider share sales, advances from the Sponsor (**$1,157,787** outstanding as of **March 31, 2022**), and IPO/private placement proceeds[139](index=139&type=chunk) - Substantially all net proceeds from the IPO and private placement are intended for acquiring a target business and related expenses[140](index=140&type=chunk) - The company may need additional financing if current funds are insufficient or if a significant number of public shares are redeemed[143](index=143&type=chunk) - These conditions raise substantial doubt about the Company's ability to continue as a going concern if a business combination is not consummated by **August 16, 2022**[145](index=145&type=chunk) [Off-balance Sheet Financing Arrangements](index=33&type=section&id=Off-balance%20Sheet%20Financing%20Arrangements) This section confirms that as of **March 31, 2022**, the company has no obligations, assets, or liabilities classified as off-balance sheet arrangements - As of **March 31, 2022**, the company has no obligations, assets, or liabilities considered off-balance sheet arrangements[146](index=146&type=chunk) [Contractual Obligations](index=33&type=section&id=Contractual%20Obligations) This section details the company's contractual obligations, including administrative fees, registration rights, deferred underwriting commissions, and an option granted to Maxim - The company has no long-term debt, capital lease, or operating lease obligations, other than a **$10,000** monthly fee to its Sponsor for administrative services[147](index=147&type=chunk) - Certain shareholders are entitled to registration rights for their shares[148](index=148&type=chunk) - A deferred underwriting commission of **4.0%** (**$0.40** per unit) is contingent on the closing of a business combination and will be reduced by **2.0%** for each redeemed unit[149](index=149&type=chunk)[150](index=150&type=chunk) - The company sold Maxim an option to purchase **276,000** units, exercisable at **$11.50** per unit, with an estimated fair value of **$747,960**[152](index=152&type=chunk) - Maxim also holds a right of first refusal for future public and private equity and debt offerings for **18 months** post-business combination[153](index=153&type=chunk) [Critical Accounting Policies](index=35&type=section&id=Critical%20Accounting%20Policies) This section outlines the company's critical accounting policies, including the treatment of redeemable ordinary shares, net loss per share calculation, and warrant liabilities valuation - The company accounts for ordinary shares subject to possible redemption as temporary equity, recognizing accretion from initial book value to redemption value[155](index=155&type=chunk) - Net loss per share is calculated by dividing net loss by the weighted-average number of ordinary shares outstanding, excluding redeemable shares[156](index=156&type=chunk) - Warrant liabilities are classified as liabilities at fair value and re-measured each reporting period using a **Black-Scholes model**[157](index=157&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section addresses the company's market risk, primarily interest rate risk on Trust Account investments, concluding no material exposure due to their short-term nature - The net proceeds in the Trust Account are invested in U.S. government treasury bills, notes, or bonds with a maturity of **180 days or less**, or in certain money market funds[158](index=158&type=chunk) - Due to the short-term nature of these investments, the company believes there is no associated material exposure to interest rate risk[158](index=158&type=chunk) [Item 4. Control and Procedures](index=36&type=section&id=Item%204.%20Control%20and%20Procedures) This section reports that disclosure controls and procedures were ineffective as of **March 22, 2022**, due to material weaknesses in classifying warrants and redeemable ordinary shares - As of **March 22, 2022**, the company's disclosure controls and procedures were concluded to be not effective[159](index=159&type=chunk) - Material weaknesses were identified in internal control over financial reporting related to the proper classification of warrants and ordinary shares subject to possible redemption[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk) - The company plans to remediate these weaknesses by enhancing access to accounting literature, research materials, and increasing communication among personnel and third-party professionals[165](index=165&type=chunk)[166](index=166&type=chunk) - No change in internal control over financial reporting materially affected the controls during the most recently completed fiscal quarter[166](index=166&type=chunk) PART II – OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, other information, exhibits, and signatures [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms that the company is not currently involved in any legal proceedings - The company has no legal proceedings[168](index=168&type=chunk) [Item 1A. Risk Factors](index=38&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, AGBA Acquisition Limited is not required to provide disclosures under this item - As a smaller reporting company, AGBA Acquisition Limited is not required to make disclosures under this Item[168](index=168&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's **May 16, 2019**, IPO and concurrent private unit sales, outlining the proceeds and their placement in a Trust Account - On **May 16, 2019**, the company consummated its IPO, selling **4,600,000** units at **$10.00** per unit, generating **$46,000,000**[169](index=169&type=chunk) - Each unit consisted of one ordinary share, one warrant (to purchase **one-half (1/2)** of one ordinary share at **$11.50**), and one right (to receive **1/10** of an ordinary share)[169](index=169&type=chunk) - Simultaneously, **225,000** private units were sold to the Sponsor at **$10.00** per unit, generating **$2,250,000**[169](index=169&type=chunk) - A total of **$46,000,000** from the IPO and private placement was placed in a Trust Account for public shareholders[171](index=171&type=chunk) - The Sponsor agreed to vote its shares in favor of any proposed business combination and not to redeem its shares[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that the company has not experienced any defaults upon senior securities - The company has no defaults upon senior securities[171](index=171&type=chunk) [Item 4. Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations or industry - Mine Safety Disclosures are not applicable to the company[171](index=171&type=chunk) [Item 5. Other Information](index=38&type=section&id=Item%205.%20Other%20Information) This section indicates that the company has no additional information to disclose under this item - The company has no other information to disclose under this item[171](index=171&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including certifications, XBRL documents, and the interactive data file - The exhibits include certifications of principal executive and financial officers, Inline XBRL documents, and the Cover Page Interactive Data File[174](index=174&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) The report is duly signed by AGBA Acquisition Limited's Chief Executive Officer, Gordon Lee, and Chief Financial Officer, Vera Tan, on **May 16, 2022** - The report was signed by Gordon Lee, Chief Executive Officer, and Vera Tan, Chief Financial Officer, on **May 16, 2022**[177](index=177&type=chunk)