[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited financial statements show a net loss and decreased assets due to share redemptions and warrant reclassification [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) Total assets decreased to $43.7 million while total liabilities increased, widening the shareholders' deficit Condensed Balance Sheet Data (as of Sept 30, 2021 vs. Dec 31, 2020) | Metric | September 30, 2021 | December 31, 2020 (Revised) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $356,075 | $672,443 | | Cash and investments held in trust account | $43,355,977 | $48,249,909 | | **Total Assets** | **$43,712,052** | **$48,954,047** | | **Liabilities & Equity** | | | | Total current liabilities | $4,079,710 | $2,205,024 | | Warrant liabilities | $480,000 | $390,000 | | **Total Liabilities** | **$6,399,710** | **$4,435,024** | | Ordinary shares subject to possible redemption | $39,631,100 | $46,000,000 | | **Total shareholders' deficit** | **($2,318,758)** | **($1,480,977)** | [Unaudited Condensed Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The company reported a net loss of $516k for the nine-month period, driven by operating and administrative expenses Statement of Operations Highlights | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 (Revised) | | :--- | :--- | :--- | | Total operating expenses | ($439,395) | ($301,068) | | Change in fair value of warrant liabilities | ($90,000) | $120,000 | | Total other (expense) income, net | ($76,593) | $462,261 | | **Net (Loss) Income** | **($515,988)** | **$161,193** | | **Comprehensive (Loss) Income** | **($515,988)** | **$73,306** | Net (Loss) Income Per Share | Metric | Nine Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2020 (Revised) | | :--- | :--- | :--- | | Basic and diluted net loss per share, common stock | ($0.15) | $0.03 | [Unaudited Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) The shareholders' deficit increased to $2.32 million, primarily due to the period's net loss and value accretion - The total shareholders' deficit grew to **($2,318,758)** as of September 30, 2021, from **($1,480,977)** at the start of the year[18](index=18&type=chunk) - Key drivers for the increased deficit in the first nine months of 2021 were the **net loss of $515,988** and an **accretion of carrying value to redemption value of $311,620**[18](index=18&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) Cash used in operations was $429k, resulting in a net cash decrease of $316k for the nine-month period Cash Flow Summary (Nine Months Ended Sep 30) | Metric | 2021 | 2020 (Revised) | | :--- | :--- | :--- | | Cash used in operating activities | ($428,819) | ($337,370) | | Net cash provided by (used in) financing activities | $112,451 | ($288,125) | | **Net Change in Cash** | **($316,368)** | **($625,495)** | | Cash, end of period | $356,075 | $303,840 | - Non-cash financing activities included **$1,783,400 in proceeds from a promissory note** deposited into the Trust Account and a **$6,680,520 cash payout** from the trust account for share redemptions[21](index=21&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's SPAC status, accounting policy changes, and a definitive business combination agreement - The Company is a blank check company incorporated to effect a business combination, focusing on sectors like healthcare, education, entertainment, and financial services in China[23](index=23&type=chunk) - On November 3, 2021, the Company entered into a **definitive business combination agreement with TAG Holdings Limited** and its subsidiaries[34](index=34&type=chunk) - Following SEC guidance issued in April 2021, the company re-evaluated its accounting for warrants, concluding they should be **classified as derivative liabilities** measured at fair value, which prompted a revision of previously issued financial statements[74](index=74&type=chunk)[75](index=75&type=chunk) - The company has extended the time to consummate a business combination seven times, with the **current deadline being February 16, 2022**, funded by insider-deposited funds[37](index=37&type=chunk) [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) Management discusses the company's blank check status, operating losses, and the definitive business combination agreement - The company is a blank check company with no revenue and has incurred losses since inception, with operations funded by its IPO proceeds and sponsor loans[130](index=130&type=chunk) - A definitive business combination agreement was signed on November 3, 2021, with TAG Holdings Limited, involving the issuance of **55.5 million ordinary shares** as consideration[139](index=139&type=chunk) Net (Loss) / Income Comparison | Period | Net (Loss) / Income | | :--- | :--- | | Nine months ended Sep 30, 2021 | ($515,988) | | Nine months ended Sep 30, 2020 | $161,193 | - The deadline to complete a business combination has been **extended to February 16, 2022**, funded by the Sponsor depositing additional funds into the Trust Account[134](index=134&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company holds short-term U.S. government securities and believes its exposure to interest rate risk is not material - Funds held in the trust account are invested in U.S. government treasury bills, notes, or bonds with maturities of 180 days or less, or in money market funds[164](index=164&type=chunk) - The company believes there is **no material exposure to interest rate risk** due to the short-term nature of its investments[164](index=164&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded disclosure controls were ineffective due to the misclassification of redeemable public shares - The CEO and CFO concluded that **disclosure controls and procedures were not effective** as of September 30, 2021[165](index=165&type=chunk) - The ineffectiveness was identified due to the re-evaluation of classifying all public shares subject to redemption as **temporary equity**[165](index=165&type=chunk) - The company plans to implement remediation measures, including enhanced access to accounting literature and increased communication with third-party professionals[166](index=166&type=chunk) [PART II – OTHER INFORMATION](index=38&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no current legal proceedings - None[169](index=169&type=chunk) [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 IPO and private placement proceeds, with $46 million placed in a trust account - On May 16, 2019, the company completed its IPO of 4,600,000 units at $10.00 per unit, generating **gross proceeds of $46,000,000**[169](index=169&type=chunk) - Simultaneously, 225,000 private units were sold to the Sponsor at $10.00 per unit, raising **$2,250,000**[169](index=169&type=chunk) - A total of **$46,000,000** from the IPO and private placement was deposited into a trust account for the benefit of public shareholders[171](index=171&type=chunk) [Defaults Upon Senior Securities](index=38&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None[171](index=171&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[171](index=171&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company reports no other material information - None[172](index=172&type=chunk) [Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including officer certifications and XBRL data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act[173](index=173&type=chunk) - Inline XBRL Instance, Schema, Calculation, Definition, Labels, and Presentation Linkbase documents are filed with the report[173](index=173&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 | --- | --- | --- | |--------------------------------------------------------|-------------|-----------------------| | Briti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 | --- | --- | |-----------------------------------------------------------------------------------------------------|------------ ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) AGBA Acquisition Limited, a **blank check company**, reported a **net loss of $132,771** for Q1 2020, with **$47.7 million in total assets**, mostly in trust [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2020, **total assets were $47.70 million**, with **$46.84 million in the trust account**, and **total liabilities at $1.62 million** Condensed Balance Sheet Data (in USD) | Account | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $856,759 | $929,335 | | Cash and investments held in trust account | $46,838,626 | $46,603,976 | | **Total Assets** | **$47,701,889** | **$47,559,327** | | **Liabilities & Equity** | | | | Total Liabilities | $1,621,611 | $1,580,896 | | Ordinary shares subject to possible redemption | $41,080,277 | $40,978,430 | | Total Shareholder's Equity | $5,000,001 | $5,000,001 | [Condensed Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) The company reported a **net loss of $132,771** for Q1 2020, offset by an **unrealized gain of $234,618**, resulting in **comprehensive income of $101,847** Statement of Operations Highlights (Three months ended March 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Formation, general and administrative expenses | $(132,978) | $(10,020) | | **Net Loss** | **$(132,771)** | **$(10,015)** | | Unrealized gain on securities | $234,618 | - | | **Comprehensive Income (Loss)** | **$101,847** | **$(10,015)** | | Basic and diluted net loss per share | $(0.07) | $(0.02) | [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was **$114,577** for Q1 2020, leading to a **net decrease in cash of $72,576**, with the cash balance ending at **$856,759** Cash Flow Summary (Three months ended March 31) | Cash Flow Activity | 2020 | 2019 | | :--- | :--- | :--- | | Cash used in operating activities | $(114,577) | $(12,515) | | Net cash provided by financing activities | $42,001 | $450,048 | | **Net Change in Cash** | **$(72,576)** | **$437,533** | | **Cash, end of period** | **$856,759** | **$437,533** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The **blank check company** targets **China business combinations**, with **$46 million** from its **May 2019 IPO** in a **trust account**, and a **$460,000 note** for deadline extension - The company is a **blank check company** formed to effect a **business combination**, intending to focus on operating businesses in the healthcare, education, entertainment, and financial services sectors with principal operations in China[20](index=20&type=chunk) - Following its **IPO** on May 16, 2019, the company placed **$46,000,000** into a **trust account**. These funds are invested in **U.S. government securities** and are intended for a future **business combination**[22](index=22&type=chunk)[23](index=23&type=chunk) - The company has an initial **12-month period** to complete a **business combination**, which can be extended up to **21 months** if the sponsor deposits additional funds into the **trust account**[33](index=33&type=chunk) - As of March 31, 2020, the **trust account** held **$46,838,626**, consisting of **$46,828,127** in **U.S. Treasury Bills** and **$10,499** in cash[59](index=59&type=chunk) - The company has an agreement to pay **AGBA Holding Limited**, a related party, a monthly fee of **$10,000** for **administrative services**[68](index=68&type=chunk) - On May 11, 2020, the company issued an unsecured **promissory note** for **$460,000** to **AGBA Holding Limited** to extend the time available to complete a **business combination**[93](index=93&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the **blank check company's $132,771 net loss** for Q1 2020, **$856,759 cash liquidity**, and **COVID-19's** impact on **business combination** efforts - The company is a **blank check company** with **no revenue** and has had **losses since inception**. Its activities are limited to soliciting a target **business for a combination**[97](index=97&type=chunk) - The **COVID-19 pandemic** has created a widespread health crisis, adversely affecting economies and financial markets, which may defer or end discussions with potential target companies and hinder the ability to complete a **business combination**[100](index=100&type=chunk)[101](index=101&type=chunk) Quarterly Net Loss Comparison | Period | Net Loss | | :--- | :--- | | Quarter ended March 31, 2020 | $132,771 | | Quarter ended March 31, 2019 | $10,015 | - As of March 31, 2020, the company had **$856,759** in cash. Its primary source of liquidity post-**IPO** is cash held outside the **trust account**, funded by the **IPO** and **private placements**[104](index=104&type=chunk) - The company has **no off-balance sheet arrangements**[109](index=109&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Funds in the **trust account** are invested in **short-term U.S. government securities**, leading to **no material interest rate risk** - Proceeds held in the **trust account** are invested in **U.S. government treasury bills**, notes, or bonds with maturities of **180 days or less**, or in money market funds investing solely in **U.S. treasuries**. The company believes there is **no material exposure to interest rate risk** due to the short-term nature of these investments[113](index=113&type=chunk) [Controls and Procedures](index=26&type=section&id=Item%204.%20Control%20and%20Procedures) CEO and CFO concluded **disclosure controls were effective** as of March 31, 2020, with **no material changes** in **internal control over financial reporting** - The CEO and CFO evaluated the company's **disclosure controls and procedures** as of March 31, 2020, and concluded they were **effective**[114](index=114&type=chunk) - **No changes** in **internal control over financial reporting** occurred during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[115](index=115&type=chunk) [PART II – OTHER INFORMATION](index=27&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) The company reports **no legal proceedings** - **None**[117](index=117&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The **May 2019 IPO** of **4.6 million units** and a **private placement** of **225,000 units** generated **$46 million** placed in a **trust account** - On May 16, 2019, the company completed its **IPO** of **4,600,000 units** at **$10.00 per unit**, generating gross proceeds of **$46,000,000**[117](index=117&type=chunk) - Simultaneously with the **IPO**, the company sold **225,000 private units** to the Sponsor at **$10.00 per unit**, generating **$2,250,000**[117](index=117&type=chunk) - A total of **$46,000,000** from the **IPO** and **private placement** was deposited into a **trust account** for the benefit of **public shareholders**[119](index=119&type=chunk) [Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports **no defaults upon senior securities** - **None**[119](index=119&type=chunk) [Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) **Not applicable** to the company - **Not applicable**[119](index=119&type=chunk) [Other Information](index=28&type=section&id=Item%205.%20Other%20Information) The company reports **no other information** - **None**[121](index=121&type=chunk) [Exhibits](index=28&type=section&id=Item%206.%20Exhibits) Exhibits filed with Form 10-Q include **officer certifications** (SOX 302/906) and **XBRL data files** - The exhibits filed with the report include **Certifications** of the **Principal Executive Officer** and **Principal Financial Officer**, and **XBRL Instance Documents**[122](index=122&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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, 2019 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 AGBAACQUISITION LIMITED (Exact name of registrant as specified in its charter) British Virgin Islands N/A (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA ACQUISITION LIMITED (Exact name of registrant as specified in its charter) | --- | --- | --- | |----------------------- ...