Triller (ILLR) S-1/AIPO registration (amended)

As filed with the U.S. Securities and Exchange Commission on August 8, 2023

Registration No. 333-271456

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

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AGBA GROUP HOLDING LIMITED
(Exact name of registrant as specified in its charter)

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AGBA Tower
68 Johnston Road
Wan Chai, Hong Kong SAR
+852 3601 8000
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(949) 361-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

TABLE OF CONTENTS

INTRODUCTORY NOTE AND FREQUENTLY USED TERMS

On November 14, 2022, AGBA Acquisition Limited, a British Virgin Islands’ company, consummated a series of transactions (the “Closing”) contemplated by the previously announced business combination agreement, dated as of November 3, 2021 (as amended on November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022) (the “Business Combination Agreement”) by and among AGBA Acquisition Limited, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited (“B2B”), TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), and TAG Holdings Limited (“TAG”) (the “Business Combination”), as a result of the receipt of approval by the shareholders of AGBA Acquisition Limited at the special meeting of the shareholders of AGBA held on November 10, 2022 (the “Special Meeting”).

Upon the Closing: (i) AGBA Acquisition Limited became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited and TAG Asia Capital Holdings Limited, in exchange for 55,500,000 ordinary shares of AGBA Acquisition Limited, par value US$0.001 per share (the “Aggregate Stock Consideration”) to TAG (subject to certain indemnity holdback provisions in the Business Combination Agreement). This resulted in AGBA Acquisition Limited acquiring TAG International Limited, TAG Asia Capital Holdings Limited, and their collective subsidiaries (the “TAG Business”); (ii) the governing documents of AGBA Acquisition Limited were amended and restated, becoming the Fifth Amended and Restated Memorandum and Articles of Association as described in this registration statement; (iii) the number of AGBA’s authorized ordinary shares was increased from 100 million to 200 million, and (iv) AGBA Acquisition Limited’s name changed to “AGBA Group Holding Limited” which we also refer to “AGBA.”

Unless the context indicates otherwise, references in this prospectus to the “Company,” “AGBA,” “we,” “us,” “our” and similar terms refer to AGBA Group Holding Limited and its consolidated subsidiaries, including AGBA.

References to “AAL” refer to AGBA Acquisition Limited, our predecessor company prior to the consummation of the Business Combination. Upon consummation of the Business Combination, AAL, who was the legal acquirer, was treated as the “acquired” company for financial reporting purposes and TAG International Limited and TAG Asia Capital Holdings Limited were treated as the accounting predecessor of AAL for Securities and Exchange Commission (“SEC”) purposes. All references to historical financial information of AGBA in this prospectus prior to the Business Combination shall refer to the historical financial information of TAG International Limited and TAG Asia Capital Holdings Limited unless the context otherwise requires.

The following chart illustrates the corporate structure and ownership of AGBA and as of the date of this prospectus:

Unless otherwise stated in this registration statement or unless the context requires otherwise, references in this registration statement to:

•        “AAL” means AGBA Acquisition Limited, our predecessor company prior to the consummation of the Business Combination;

•        “AGBA,” “we,” “us,” “our,” “our company” and any similar term means AGBA Group Holding Limited;

•        “B2B” means TAG International Limited, a BVI business company and wholly-owned subsidiary of AGBA;

•        “B2BSub” means TAG Asset Partners Limited, a BVI business company and wholly-owned subsidiary of B2B;

•        “Business Combination Agreement” means that certain Business Combination Agreement dated November 3, 2021 by and among AAL, B2B, B2BSub, HKSub, OPH, Fintech, and TAG, as amended on November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022, and as may be further amended, supplemented or otherwise modified from time to time, and its schedules and exhibits thereto;

•        “Business Day” means any day (except any Saturday, Sunday, or public holiday) on which banks in New York City, New York are open for business;

•        “BVI” means the British Virgin Islands;

•        “BVI Companies Law” means the BVI Business Companies Act, 2004 (as amended from time to time);

•        “China,” “mainland China,” or the “PRC” means the People’s Republic of China;

•        “Convoy Global” means Convoy Global Holdings Limited, TAG’s ultimate parent company;

•        “COVID-19” means the novel coronavirus, SARS-CoV-2;

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended;

•        “Existing Charter” means AGBA’s Fifth Amended and Restated Memorandum and Articles of Association, as amended and restated on November 14, 2022;

•        “fintech” means financial services technology;

•        “Fintech” means TAG Asia Capital Holdings Limited;

•        “Greater Bay Area” or “GBA” means the geographic region comprising Macau, Guangzhou, Shenzhen, and the surrounding area;

•        “HKCC” means Hong Kong Credit Corporation Limited;

•        “HKSub” means OnePlatform International Limited, a Hong Kong company and wholly-owned subsidiary of B2BSub;

•        “Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

•        “Hong Kong Dollars” or “HK$” means the lawful currency of Hong Kong;

•        “IFA Restructuring” means the transfer of CFS’s independent financial advisors to OnePlatform Wealth

•        “Initial Shareholders” means the Sponsor and the officers and directors of AAL who hold Insider Shares and 225,000 Private Placement Units;

•        “Insider Shares” means the aggregate of 1,150,000 AGBA Shares sold to our Initial Shareholders in October 2018 and February 2019 for an aggregate purchase price of US$25,000;

•        “IPO” means the initial public offering of AAL, completed on May 16, 2019;

•        “Legacy Group” means Convoy Global Holdings Limited and its subsidiaries and affiliates, which do not include AGBA or any of its subsidiaries, B2B, B2BSub, and HKSub;

•        “Nasdaq” means the Nasdaq Capital Market;

•        “OIP” means OnePlatform International Property Limited;

•        “OPH” means, as the context requires, OnePlatform Holdings Limited prior to the OPH Merger, and, B2B following the OPH Merger;

•        “OPH Merger” means the merger of OPH with and into HKSub, with HKSub as the surviving entity, which completed on August 11, 2022;

•        “ordinary shares” or “AGBA Shares” means the ordinary shares of AGBA, US$0.001 par value per share;

•        “PCAOB” means the Public Company Accounting Oversight Board of the United States;

•        “Private Placement Units” means private units held by the Sponsor, which were acquired by the Sponsor at the consummation of the IPO;

•        “Private Warrants” means warrants sold as part of the Private Placement Units at the consummation of the IPO;

•        “Public Warrants” means warrants sold as part of the AAL Units sold in the IPO;

•        “SEC” or “Securities and Exchange Commission” means the Securities and Exchange Commission of the United States;

•        “Securities Act” means the Securities Act of 1933, as amended;

•        “Sponsor” means AGBA Holding Limited;

•        “TAG” means TAG Holdings Limited;

•        “TAG Business” means, B2B and Fintech together, in each case including each such entity’s respective subsidiaries;

•        “Transfer Agent” or “Continental” means Continental Stock Transfer & Trust Company;

•        “U.S. Dollars,” “USD,” and “US$” means the legal currency of the United States; and

•        “U.S. GAAP” means the accounting principles generally accepted in the United States.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements, other than statements of historical facts, may be forward-looking statements. These statements are based on the expectations and beliefs of our management in light of historical results and trends, current conditions and potential future developments, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from forward-looking statements. These forward-looking statements include statements about our future performance and opportunities; benefits of the Business Combination; statements of the plans, strategies and objectives of management for future operations; and statements regarding future economic conditions or performance. Forward-looking statements may contain words such as “will be,” “will,” “expect,” “anticipate,” “continue,” “project,” “believe,” “plan,” “could,” “estimate,” “forecast,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “pursue,” “should,” “target” or similar expressions, and include the assumptions that underlie such statements.

The forward-looking statements are based on the current expectations of our management as applicable and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by us and the following:

•        expectations regarding our strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities;

•        the outcome of any legal proceedings that may be instituted against us;

•        the risk that recent acquisitions or any proposed transactions disrupt our current plans and/or operations, including the risk that we do not complete any such proposed transactions or achieve the expected benefit from them;

•        the ability to recognize the anticipated benefits of recent acquisitions or any proposed transaction, which may be affected by, among other things, competition, our ability to grow and manage growth profitably, and retain key employees;

•        costs related to being a public company, acquisitions, commercial collaborations and proposed transactions;

•        limited liquidity and trading of our ordinary shares;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that we may be adversely affected by other economic, business, and/or competitive factors;

•        risks relating to the uncertainty of our projected financial information;

•        risks related to the organic and inorganic growth of our business and the timing of expected business milestones;

•        risk that the COVID-19 pandemic, and local, state, federal and international responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on our resources; and

•        the inability to maintain the listing of our ordinary shares on Nasdaq.

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by our management prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning our business or other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Securityholders may sell up to 7,772,847 AGBA Shares including 2,412,500 AGBA Shares issuable upon the exercise of the Warrants. We will not receive any proceeds from the sale of AGBA Shares by the Selling Securityholders.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the AGBA Shares, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we, nor the Selling Securityholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Securityholders will not make an offer to sell the AGBA Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover thereof. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

INDUSTRY AND MARKET DATA

Market data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies and industry publications and surveys. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the third-party forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risk Factors Relating to Future Resales

Future sales of AGBA Shares, or the perception of future sales of AGBA Shares, could cause the market price of AGBA Shares to drop significantly, even if AGBA’s business is doing well.

The sale of AGBA Shares in the public market or otherwise, including sales pursuant to this prospectus, or the perception that such sales could occur, could harm the prevailing market price of AGBA Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for a shareholder to sell equity securities in the future at a time and at a price that it deems appropriate.

We have agreed, at our expense, to prepare and file this registration statement with the SEC registering the resale of up to 7,772,847 AGBA Shares, which include (i)  2,189,834 AGBA Shares held by the Sponsor and certain former directors and officers of AAL including (a) 1,150,000 AGBA Shares issued in connection with AAL’s IPO for approximately $0.02 per share, or the Founder Shares, held by the Sponsor and directors and officers of AAL; (b) 225,000 AGBA Shares issued as part of the placement units issued in connection with AAL’s IPO at a combined purchase price of $10.00 per Sponsor Unit, which consisted of one AGBA Share, one private warrant to purchase one-half of one AGBA Share, and a right to receive one-tenth of one AGBA Share at the Closing of the Business Combination; (c) 22,500 AGBA Shares issued upon the conversion of the rights to receive one tenth (1/10) of one AGBA Share included in the Sponsor Units in connection with the Closing of the Business Combination; and (d) 792,334 AGBA Shares issued upon the conversion of payables in connection with the Closing of the Business Combination at a purchase price of $10.00 per share; (ii) 2,728,913 AGBA Shares issued to Apex Twinkle Limited (“Apex”) at a share value of $3.50 per share; (iii) 2,300,000 AGBA Shares issuable upon exercise of 4,600,000 Public Warrants at an exercise price of $11.50 included in the public units issued at AAL’s IPO at a combined purchase price at $10.00 per IPO Units, which consisted one AGBA Share, one private warrant to purchase one-half of one AGBA Share, and a right to receive one-tenth of one AGBA Share at the Closing of the Business Combination; (iv) 112,500 AGBA Shares issuable upon exercise of 225,000 Private Warrants included in the Public Units issued to the Sponsor at an exercise price of $11.50; (v) 276,000 AGBA Shares issuable upon exercise of the UPO issued to Maxim at an aggregate purchase price of $100 at AAL’s IPO; (vi) 138,000 AGBA Shares underlying the warrants included as part of the UPO; and (vii) 27,600 AGBA Shares to be issued to Maxim underlying the rights included as part of the UPO.

The shares registered pursuant to this registration statement represent 11.52% of the ordinary shares outstanding, including those issuable upon exercise of the Warrants and UPO. After it is effective and until such time that it is no longer effective, the registration statement will permit the resale of these shares, of which certain shares are subject to a six-month escrow period pursuant to an escrow agreement dated May 14, 2019 entered into by certain Selling Securityholders and Continental Stock Transfer & Trust Company. The resale, or expected or potential resale, of a substantial number of AGBA Shares in the public market could adversely affect the market price for AGBA Shares and make it more difficult for you to sell your AGBA Shares at times and prices that you feel are appropriate. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. Furthermore, we expect that, because there will be a large number of shares registered pursuant to this registration statement, the Selling Securityholders will continue to offer the securities covered by this registration statement for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to a registration statement may continue for an extended period of time.

As certain restrictions on resale end pursuant to the effectiveness of this registration statement, the market price of AGBA Shares could drop significantly if the Selling Securityholders sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for AGBA to raise additional funds through future offerings of AGBA Shares or other securities.

Further, the Selling Securityholders acquired or will acquire their AGBA Shares at effective prices ranging from $0.02 to $11.50. Consequently, certain of the Selling Securityholders, such as the holders of the Founder Shares, may realize a positive rate of return on the sale of their AGBA Shares covered by this prospectus even if the market price of AGBA Shares is below $1.15, the closing price of AGBA Shares on Nasdaq on August 4, 2023. Even if our trading price is significantly below $10.00, the offering price of AAL’s IPO, certain of the Selling Securityholders, including the holders of the Founder Shares, may still have an incentive to sell their AGBA Shares because the purchase price or cost basis for the underlying securities was or were lower than the cost basis or purchase price of the public investors or the current trading price of AGBA Shares. If the Selling Securityholders decided to sell their shares to realize this return, it could have a material adverse effect on the price of AGBA Shares. Additionally, certain Selling Securityholders who are subject to a six-month escrow period pursuant to an escrow agreement dated May 14, 2019 entered into by certain Selling Securityholders and Continental Stock Transfer & Trust Company, may choose to sell their shares in accordance with the restrictions. Such sales could have a material adverse effect on the price of AGBA Shares. For example, based on the closing price of AGBA Shares of $1.15 as of August 4, 2023, the holders of Founder Shares could realize profits of no greater than approximately $1.13 per share.

The Selling Securityholders can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return.

The Selling Securityholders acquired or will acquire their AGBA Shares at prices ranging from $0.02 to $11.50. The public offering price in the AAL IPO was $10.00 per unit, which consisted of AGBA ordinary share, one warrant, each whole warrant exercisable for one AGBA Share at a price of $11.50 per share, and one right to receive one-tenth (1/10) of an AGBA Share. Consequently, certain of the Selling Securityholders, such as the holders of our Founder Shares, may realize a positive rate of return, on the sale of their AGBA Shares covered by this prospectus even if the market price of AGBA Shares is below $1.15, the closing price of AGBA Shares on Nasdaq on August 4, 2023. In addition, because the current market price of AGBA Shares is higher than the price certain Selling Securityholders paid for their AGBA Shares or the exercise price of their Warrants, there is more likelihood that Selling Securityholders holding AGBA Shares or Warrants that are not subject to a six-month escrow period pursuant to an escrow agreement dated May 14, 2019 entered into by certain Selling Securityholders and Continental Stock Transfer & Trust Company, will sell their AGBA Shares as soon as this registration statement is declared effective.

Sales of substantial amounts of AGBA Shares in the public market, or the perception that such sales will occur, could adversely affect the market price of AGBA Shares and make it more difficult for us to raise funds through securities offerings in the future. Further, the Selling Securityholders acquired or will acquire their AGBA Shares at prices ranging from $0.02 to $11.50. Consequently, certain of the Selling Securityholders, such as the holders of our Founder Shares, may realize a positive rate of return, on the sale of their AGBA Shares covered by this prospectus even if the market price of AGBA Shares is below $1.15, the closing price of AGBA Shares on Nasdaq on August 4, 2023. If the Selling Securityholders decided to sell their shares to realize this return, it could have a material adverse effect on the price of AGBA Shares. Additionally, certain Selling Securityholders who are subject to lock-up restrictions may choose to sell their shares in accordance with the restrictions. Such sales could have a material adverse effect on the price of AGBA Shares.

Risks Relating to AGBA’s Hong Kong Operations and Proximity to the PRC

The business, financial condition, results of operations, and prospects of AGBA may be materially and adversely affected if certain laws and regulations of the PRC become applicable to AGBA or its subsidiaries. AGBA may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

AGBA currently does not have operations in mainland China. Although AGBA and its subsidiaries do service Chinese clients, all sales of financial products offered by the TAG Business and its subsidiaries occur in Hong Kong. AGBA does not sell any financial products in mainland China, and all of the TAG Business’s customer data is maintained outside of mainland China. Accordingly, none of AGBA or its subsidiaries are regulated by any regulatory authorities in mainland

China. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to Hong Kong-based businesses.

However, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation, and implementation involve significant uncertainties. To the extent that any PRC laws and regulations become applicable to AGBA, AGBA may be subject to the risks and uncertainties associated with the evolving laws and regulations of the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to companies such as AGBA or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of AGBA and its ability to offer securities to investors, any of which may, in turn, cause the value of AGBA’s securities to significantly decline or become worthless.

Relevant organs of the PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly, and overseas listings of mainland China businesses. For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “Measures”), relevant PRC government agencies have recently taken anti-trust enforcement action against certain mainland China-based businesses. The management of AGBA understands that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law which applies to monopolistic activities in domestic economic activities in mainland China and monopolistic activities outside mainland China which eliminate or restrict market competition in mainland China. In addition, in July 2021, the PRC government provided new guidance on PRC-based companies raising capital outside of the PRC, including through arrangements called variable interest entities (“VIEs”). In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC.

While AGBA currently does not have any operations in mainland China, there is no guarantee that the recent statements or regulatory actions by the relevant organs of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information Protection Law, and VIEs as well as the anti-monopoly enforcement actions will continue not to apply to AGBA. Should such statements or regulatory actions apply to companies such as AGBA or its subsidiaries in the future, it could have a material adverse impact on the business, financial condition, results of operations, and prospects of AGBA, AGBA’s ability to accept foreign investments, and AGBA’s ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may, in turn, cause the value of AGBA’s securities to significantly decline or become worthless. AGBA cannot predict the extent of such impact if such events were to occur.

AGBA may also become subject to the laws and regulations of the PRC to the extent that the TAG Business commences business and customer facing operations in mainland China as a result of any future partnership, acquisition, expansion, or organic growth.

The PRC government exerts substantial influence, discretion, oversight, and control over the manner in which companies incorporated under the laws of PRC must conduct their business activities. AGBA is a Hong Kong-based company with no operations in mainland China; however, there can be no guarantee that the PRC government will not seek to intervene or influence the operations of its business or its subsidiaries at any time.

Because (i) AGBA currently does not have operations in mainland China, (ii) all sales of financial products offered by AGBA and its subsidiaries, including those to PRC citizens, occur in Hong Kong, and (iii) the TAG Business does not sell any financial products in mainland China, the PRC government currently does not directly govern the manner in which AGBA conducts its business activities outside of mainland China. However, the PRC legal system is evolving quickly, and PRC laws, regulations, and rules may change quickly with little advance notice, including with

respect to Hong Kong-based businesses. As a result, there can be no assurance that AGBA will not be subject to direct influence or discretion over its business from organs of the PRC government in the future, due to changes in laws or other unforeseeable reasons or due to AGBA’s expansion or acquisition of operations in or involving mainland China.

The PRC government has exercised and continues to exercise substantial control over many sectors of the PRC economy, including through regulation and/or state ownership. PRC government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and the businesses which are subject to them. If AGBA became subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of AGBA’s development, expansion, or acquisition of operations in the PRC, AGBA may be required to make material changes in its operations, which may result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply, or both. AGBA cannot be assured that the PRC government will not, in the future, release regulations or policies regarding other industries, which, if applicable to AGBA or its subsidiaries, may adversely affect the business, financial condition and results of operations of AGBA.

In addition, the various segments of AGBA are regulated by a number of Hong Kong regulators, including, the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority. PRC government influence or oversight over such Hong Kong regulators may have an indirect but material impact on AGBA, including but not limited to with respect to capital requirements, its ability to operate certain businesses, its operations in certain jurisdictions (including the markets in which AGBA or its subsidiaries may operate in the future) and/or the implementation of certain controls and procedures in relation to risk management or cybersecurity. Furthermore, the market prices and/or liquidity of the securities of AGBA could be adversely affected as a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of actual operating performance. There can be no assurance or guarantee that the PRC government would not intervene in or influence the operations of AGBA, directly or indirectly, at any time.

The securities of AGBA may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act (as amended by the Accelerating Holding Foreign Companies Accountable Act) if the PCAOB were unable to fully inspect the company’s auditor.

The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted into U.S. law on December 18, 2020. The HFCA Act states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. On December 16, 2021, the Public Company Accounting Oversight Board of the United States (the “PCAOB”) issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. The management of AGBA believes that this determination does not impact AGBA, as the auditor of AGBA, WWC, P.C., (i) is headquartered in California, U.S.A., (ii) is an independent registered public accounting firm with the PCAOB, and (iii) has been inspected by the PCAOB on a regular basis. Nonetheless, there can be no assurance that future changes in laws or regulations will not impact AGBA, WWC, P.C., or any future auditor of AGBA. Accordingly, there can be no assurance that WWC, P.C. will be able to meet the requirements of the HFCA Act and that AGBA will not suffer the resulting material and adverse impact on its stock performance, as a company listed in the United States.

On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the HFCA Act. On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act (AHFCA Act) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been reduced accordingly.

Lack of access to PCAOB inspections prevents the PCAOB from fully evaluating audits and quality control procedures of the accounting firms headquartered in mainland China or Hong Kong. As a result, investors in companies using such auditors may be deprived of the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations

that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.

WWC, P.C. is headquartered in California and has been inspected by the PCAOB on a regular basis. The management of AGBA believes, therefore, that WWC, P.C. is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors. WWC, P.C. is not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCA Act Determination Report under PCAOB Rule 6100. On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with. If notwithstanding this new framework, the PCAOB was unable to fully inspect WWC, P.C. (or any other auditor of the Company) in the future, or if PRC or American authorities further regulate auditing work of Chinese or Hong Kong companies listed on the U.S. stock exchanges in a manner that would restrict WWC, P.C. (or any future auditor of the Company) from performing work in Hong Kong, AGBA may be required to change its auditor. Furthermore, there can be no assurance that the SEC, Nasdaq, or other regulatory authorities would not apply additional and more stringent criteria to AGBA in connection with audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of AGBA’s financial statements. The failure to comply with the requirement in the HFCA Act, as amended by the AHFCA Act, that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, would subject AGBA to consequences including the delisting of AGBA in the future if the PCAOB is unable to inspect AGBA’s accounting firm (whether WWC, P.C. or another firm) at such future time.

Our former auditor, Friedman LLP (“Friedman”), the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional standards. Effective September 1, 2022, Friedman combined with Marcum LLP (“Marcum”) and continued to operate as an independent registered public accounting firm. Friedman and Marcum are both headquartered in Manhattan, New York, and have been inspected by the PCAOB on a regular basis, with the last inspections in 2020, and neither Friedman nor Marcum is subject to the determinations announced by the PCAOB on December 16, 2021.

On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed, without having to wait another year to reassess its determinations. In the future, if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the determination so that we are subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited

under the HFCA Act. The recent developments would add uncertainties to our offering and we cannot assure you whether the national securities exchange we apply for listing or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors’ audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit.

Although not currently subject, AGBA may become subject to the PRC laws and regulations regarding offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on the business, financial condition, results of operations, and AGBA’s prospects of AGBA and may hinder AGBA’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Recently, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

On August 20, 2021, the 30 meeting of the Standing Committee of the 13 National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing

Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

On December 28, 2021, the Cyberspace Administration of China (“CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “CII Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

AGBA or its subsidiaries may collect and store certain data (including certain personal information) from their clients, who may be PRC individuals, in connection with their business and operations and for “Know Your Customers” purposes (to combat money laundering). Given that (1) AGBA and its subsidiaries are incorporated either in Hong Kong or the British Virgin Islands and are located in and conduct their operations in Hong Kong, (2) they have no subsidiary, VIE structure, nor any operations in mainland China, and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), the management of AGBA does not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, or the Draft Overseas Listing Regulations to impact the operations of the TAG Business. As of date of this registration statement, AGBA and its subsidiaries have conducted all sales activities in Hong Kong and in aggregate collected and stored personal information of less than one million users in the PRC, all of the data collected is stored in servers located in Hong Kong, and none of AGBA or its subsidiaries have been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. Accordingly, the management of AGBA does not currently expect that the laws and regulations in the PRC on data security, data protection or cybersecurity apply to AGBA or that the oversight of the CAC will be extended to the TAG Business’s operations in Hong Kong, because (i) AGBA is not a “CII Operator” or a “Network Platform Operator” as defined under the relevant PRC cyberspace laws; (ii) AGBA does not harm PRC national security, public interests, or the legitimate rights and interests of citizens or organizations of the PRC; (iii) AGBA is not subject to PRC government cyberspace scrutiny; and (iv) AGBA is compliant with PRC cyberspace laws that have been issued up to the date of this registration statement.

However, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will act, what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and whether any of these will apply to AGBA, if at all. There can be no assurance that AGBA will be able to comply in all respects with any PRC regulatory requirements that may become applicable to it in the future. For example, AGBA’s current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure to comply with any applicable regulations, AGBA may become subject to the consequences of such non-compliance, including fines and other penalties, which, in turn, may have a material adverse effect on the business, operations, financial condition, and prospects of AGBA and may hinder the ability of AGBA to offer or continue to offer securities to investors. Such an impact could, in turn, cause the value of such securities to significantly decline or be worthless.

Governments in the jurisdictions AGBA operates or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or operating in such jurisdictions.

Because AGBA is incorporated in the British Virgin Islands, they may be deemed to be foreign investors in Hong Kong and therefore be subject to restrictions or controls in Hong Kong on the ability of foreign investors to invest in business located or operating in Hong Kong. As a result, there may be a risk of loss to AGBA’s investors due to, among other things, expropriation, nationalization or confiscation of assets, or the imposition of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in Hong Kong. While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage and protect investment by BVI persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover Hong Kong or that such treaties or agreements will be fully implemented or effective. In other cases, AGBA and its subsidiaries may not be able to take advantage of certain treaties because they are British Virgin Islands companies and are therefore exposed to additional risk of such loss.

AGBA is subject to many of the economic and political risks associated with emerging markets, particularly China, due to its operations in Hong Kong. Adverse changes in Hong Kong’s or China’s economic, political, and social conditions as well as government policies could adversely affect AGBA’s business and prospects.

AGBA currently conducts its business in Hong Kong and is considering options for expansion of its business in mainland China. Accordingly, AGBA is subject to risks and uncertainties including fluctuations in mainland China’s GDP, unfavorable or unpredictable treatment in relation to tax matters, expropriation of private assets, exchange controls, restrictions affecting its ability to make cross-border transfer of funds, regulatory proceedings, inflation, currency fluctuations, or the absence of, or unexpected changes in, regulations and unforeseeable operational risks. In addition, AGBA’s business, prospects, financial condition, and results of operations may be significantly influenced by political, economic, and social conditions in Hong Kong and China generally and by continued economic growth in China.

The Chinese economy differs from the economies of most developed jurisdictions (such as Hong Kong) in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures that focus on accounting for market forces to effect economic reform and aimed at reducing the state ownership of productive assets and establishing improved corporate governance in business enterprises, a substantial portion of China’s productive assets are still owned by the government. In addition, the PRC government continues to play a significant role in regulating development through industrial policies. The PRC government also exercises significant control over China’s economic growth through its allocation of resources, control of payment of foreign currency-denominated obligations, monetary policy, and preferential treatment for particular industries or companies. Many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to be refined and improved over time. This refining and adjustment process may not necessarily have a positive effect on the operations and business development of AGBA. Other political, economic, and social factors may also lead to further adjustments of the reform measures. For example, the PRC government has in the past implemented a number of measures intended to curtail certain segments of the economy, including the real estate industry, which the government believed to be overheating. These actions, as well as other actions and policies of the PRC government, could cause a decrease in the overall level of economic activity in the PRC and, in turn, have an adverse impact on the business and financial condition of AGBA.

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures, which may benefit the overall Chinese economy, may have a negative effect on the TAG Business. For example, AGBA’s financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, the PRC government has from time to time implemented certain measures, including interest rate changes, to control the pace of economic growth. These measures may cause decreased economic activity in China, as evidenced by the slowing of growth of the Chinese economy since 2012. In addition, COVID-19 had a severe and negative impact on the Chinese economy since the first quarter of 2020. Whether this will lead to a prolonged downturn in the Chinese economy is still unknown. In addition, any future escalation of the ongoing trade war between the United States and China, regional or national instability, the ongoing impact of the COVID-19 pandemic, or the armed conflict between Russia and Ukraine may negatively impact the growth of the Chinese economy. Any prolonged slowdown in the Chinese economy or adverse changes in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China and may reduce the demand for AGBA’s services and solutions among potential Chinese customers and materially and adversely affect its business and results of operations.

National laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong. The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to AGBA, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice. The TAG Business may also become subject to the laws and regulations of the PRC to the extent it commences business and customer facing operations in mainland China as a result of any future acquisition, expansion, or organic growth.

AGBA’s potential expansion of activities in China is subject to various risks.

AGBA and each of its subsidiaries, as of the date of this registration statement, primarily operate in Hong Kong. AGBA has been pursuing and will continue to pursue its growth strategy in China, particularly in the Greater Bay Area, comprising Macau, Guangzhou, Shenzhen, and the surrounding area. Currently, AGBA does not have any Chinese operating entities and does not plan to use “variable interest entities,” or VIEs, in the future to conduct its operations. The management of AGBA intends for such expansion to be conducted through customer referrals and partnerships, with its actual sales activities conducted in Hong Kong. For instance, AGBA is currently in active discussions to establish a strategic partnership with a top asset manager (the “Potential Partner”) in China to provide offshore insurance solutions to its over 20 million customers. Accordingly, the management of AGBA expects the main source of revenue from such expansion in China to be generated from referral income.

Notwithstanding, expansion of China-related activities may expose AGBA to additional risks, including:

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

•        Challenges associated with relying on local partners in markets that are not as familiar to AGBA, including joint venture partners to help AGBA establish its business;

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

•        Different approval or licensing requirements;

•        Recruiting sufficient suitable personnel in new markets;

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

•        Challenges in attracting business partners and customers;

•        Potential adverse tax consequences;

•        Foreign exchange losses;

•        Limited protection for intellectual property rights;

•        Inability to effectively enforce contractual or legal rights;

•        International travel restriction and temporary lock-down due to COVID-19; and

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

Moreover, changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on AGBA’s growth plans. If AGBA is unable to effectively avoid or mitigate these risks, its ability to grow its China-related business will be affected, which could have a material adverse effect on its business, financial condition, results of operations, and prospects.

As AGBA further expands into the international market, it is increasingly subject to additional legal and regulatory compliance requirements, including local licensing and periodic reporting obligations. AGBA may inadvertently fail to comply with local laws and regulations, and any such violation could subject AGBA to regulatory penalties, such as revocation of licenses, which would in turn harm its brand, reputation, business operation and financial results. Although AGBA has policies and procedures in place to enhance compliance with local laws and regulations, there can be no assurance that its employees, contractors, or agents will stay compliant with these policies and procedures.

AGBA’s financial services revenues are highly dependent on macroeconomic conditions as well as Hong Kong, China, and global market conditions.    Disruptions in the global financial markets and economic conditions could adversely affect the AGBA and its institutional clients and customers.

Given the significant proportion of its business operations concentrated in Hong Kong, AGBA’s success depends largely on the health of the Hong Kong financial industry, which is affected by changes in general economic conditions beyond the AGBA’s control. Economic factors such as increased interest rates, slow economic growth or recessionary conditions, changes in household debt levels, and increased unemployment or stagnant or declining wages affect the AGBA’s customers’ income and thus their ability and willingness to take loans from AGBA, invest with AGBA, or engage with AGBA’s other financial products. Domestic and global events affect all such macroeconomic conditions. Weak or a significant deterioration in economic conditions reduce the amount of disposable income both individual and institutional consumers have, which in turn reduces consumer spending and their willingness to engage with the AGBA’s financial services. Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time and could adversely affect AGBA’s financial condition.

Changes in the condition of Hong Kong’s and China’s economies generally affect the demand and supply of financial products, which in turn will affect demand for the solutions that AGBA provides. For example, a credit crisis, or prolonged downturn in the credit markets could severely affect AGBA’s operating environment by, for example, causing

a tightening in credit guidelines, limited liquidity, deterioration in credit performance, or increased foreclosures. Since a significant portion of AGBA’s revenue is generated from transaction-based fees and commissions, a decrease in transaction volumes could cause a material decline in AGBA’s revenues for the duration of such crisis.

Global economies could suffer dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, extreme volatility in security prices, diminished liquidity and credit availability, and ratings downgrades or declining valuations of certain investments. In past economic downturns, governments have taken unprecedented actions to address and rectify these extreme market and economic conditions, including by providing liquidity and stability to the financial markets. If these actions are not successful, the return of adverse economic conditions may significantly affect the businesses of AGBA’s customers, which could in turn negatively affect AGBA’s revenues.

In addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in some of the world’s leading economies, including the European Union, the United States, and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe, and Africa. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and escalations in the trade tensions between the United States and China. Starting from 2018, changes in U.S. trade policies have occurred, including the imposition of tariffs. These types of developments, including a potential trade war, could have a material adverse impact on the Chinese economy and in turn on the Hong Kong economy. On January 31, 2020, the United Kingdom ceased to be a member of the European Union (commonly referred to as “Brexit”). The effects of Brexit on worldwide economic and market conditions remain uncertain. Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Furthermore, protests in Hong Kong in 2019, political instability in the Korean Peninsula, a slump in commodity prices, uncertainty over interest rates in the United States, the outbreak and spread of the COVID-19 pandemic, and the armed conflict between Russia and Ukraine have also resulted in instability and volatility in the global financial markets. Recently, the global stock markets have experienced extreme volatility, in reaction to the outbreak of the conflict between Russia and Ukraine and governments’ responses thereto. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Recent litigation, increased SEC disclosure requirements and negative publicity surrounding China-based companies listed in the United States may result in increased regulatory scrutiny of the Company and negatively impact the trading price of its shares, which could have a material adverse effect upon its business, including its results of operations, financial condition, cash flows, and prospects.

The management of AGBA believes that recent litigation, increased SEC disclosure requirements, and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices for these companies. Various equity-based research organizations have published reports on China-based companies, after examining their corporate governance practices, related party transactions, sales practices, and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges, including the Nasdaq. In June 2021, SEC Chair Gary Gensler requested a “pause” in U.S. IPOs of Chinese companies to assess these issues. In August 2021, the SEC started to issue new disclosure requirements to companies operating in China and seeking to list on U.S. securities exchanges in order to boost investor awareness of the certain risks, including with respect to certain corporate structures of Chinese companies, such as VIEs and the risk of Chinese regulators intervening with company operations or data security policies.

AGBA is based in Hong Kong and has been pursuing and will continue to pursue a growth strategy in China, particularly in the Greater Bay Area, comprising Macau, Guangzhou, Shenzhen, and the surrounding areas. This growth strategy is centered on expanding the referral network of AGBA.

As of the date of this registration statement, AGBA and its subsidiaries have not entered into, and have no plans to enter into, any contractual arrangements with any VIEs in China. However, should AGBA’s growth strategy involving China materialize and its current expansion plans materially change, AGBA may be required to enter into contractual arrangements with VIEs, in which case AGBA may become subject to risk associated with VIEs and come under increased scrutiny from U.S. securities regulators in light of such developments.

Any similar scrutiny of AGBA, regardless of its merit (or lack thereof), could result in a diversion of management resources and energy, potential costs to defend against rumors, increased ongoing disclosure requirements, decreases and volatility in the trading price of shares, and increased directors and officers insurance premiums and could have a material adverse effect upon the company’s business, including results of operations, financial condition, cash flows, and prospects.

Failure to comply with existing or future laws and regulations related to data protection or data security could lead to liabilities, administrative penalties, or other regulatory actions, which could negatively affect AGBA’s operating results, business, and prospects.

The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal data worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Regulatory authorities in virtually every jurisdiction in which members of AGBA’s group operate have implemented or are considering a number of legislative and regulatory proposals concerning personal data protection. The management of AGBA has been monitoring the evolution of this area of law and intends to take steps to ensure compliance with laws applicable to the AGBA’s current operations in Hong Kong and potential future operations in China.

While the management of AGBA believes that AGBA is not currently subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data, AGBA may be subject to such laws in the future. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities. See “— Although not currently subject, AGBA may become subject to the PRC laws and regulations regarding offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on the business, financial condition, results of operations, and prospects of AGBA and may hinder the ability of AGBA to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”

The M&A Rules and certain PRC regulations establish complex procedures for acquisitions of some Chinese companies by foreign investors, which could make it more difficult for AGBA to pursue growth through acquisitions in China.

The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory authorities in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions, have established complex procedures and requirements that restrict merger and acquisition activities by foreign investors. For example, an overseas company established or controlled by PRC enterprises or residents needs to obtain approval from including the PRC Ministry of Commerce, or MOFCOM, before it acquires an affiliated domestic company or leads to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the SCNPC on August 30, 2007, and in effect as of August 1, 2008, and the Measures for the Undertaking Concentration Examination issued by MOFCOM on November 24, 2009, and in effect as of January 1, 2010 require that MOFCOM be notified in advance of any concentration of undertaking if certain thresholds are triggered. The security review rules issued by MOFCOM, which became effective in September 2011, specify that certain mergers and acquisitions by foreign investors, for example those that raise “national defense and security” concerns or through which foreign investors may acquire de facto control over domestic enterprises and therefore raise “national security” concerns, are subject to its review. Those rules prohibit any activities attempting to bypass security review, for example by structuring a transaction through a proxy or contractual control arrangements or offshore transactions. Similarly, on December 19, 2020, the NDRC and the Ministry of Commerce jointly issued the Measures for the Security Review for Foreign Investment, which took effect on January 18, 2021. These measures set forth the provisions concerning the security review mechanism on foreign investment, including, among others, the types of investments subject to review, and the review scopes and procedures. Most recently, on February 7, 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that any concentration of undertakings involving variable interest entities is subject to anti-monopoly review.

Although management of AGBA currently intends to focus its efforts in China on expanding its referral network, in the future, AGBA may seek to grow by acquiring other service providers in its industry within China. Complying with the requirements of the regulations described above and other relevant rules to complete these transactions could

be time-consuming, and any required approval or filing processes, including obtaining approval from or filing with MOFCOM or its local counterparts, may delay or inhibit AGBA’s ability to complete these transactions, which could affect its ability to expand AGBA or maintain its market share. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by MOFCOM.

The application and interpretations of the M&A Rules are still uncertain, and it is unclear whether Chinese authorities would consider AGBA to be subject to the M&A. There is also possibility that the relevant PRC regulators may promulgate new rules or explanations, requiring AGBA obtains MOFCOM or other regulatory approval for any completed or ongoing mergers and acquisitions. There is no assurance that AGBA will be able to obtain such approval for such mergers and acquisitions, and if AGBA fails to obtain those approvals, it may be required to suspend the acquisition, be subject to penalties, or both. Any uncertainties regarding such approval requirements could have a material adverse effect on AGBA’s business, results of operations, and prospects.

The PRC may prevent the cash maintained by AGBA in Hong Kong from leaving, or the PRC could restrict deployment of such cash for AGBA’s business purposes or for the payment of dividends

AGBA does not have, and AGBA’s management does not expect AGBA will have, any business operations in mainland China or maintain any cash balances in mainland China. However, if AGBA were to establish business operations or maintain cash balances in mainland China, it may become subject to the PRC government’s controls on the convertibility of Renminbi into foreign currencies and the remittance of currencies out of China to foreign entities or investors. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) as long as certain procedural requirements related to foreign exchange control are met. Although generally the PRC government may not impose any restrictions on international payments or transfers on current account, the PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, and there may also exist macro-prudential control in foreign exchange through position management or know-your-customer (KYC) policies. Approval from appropriate government authorities, including SAFE, the National Development and Reform Commission (NDRC) and the Ministry of Commerce may be required for certain transactions if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Furthermore, foreign currency loans or capital contributions may be subject to statutory limits and registration with competent authorities.

The Hong Kong government has not issued similar laws or regulations for companies that are incorporated in or conduct businesses in Hong Kong. No cash is or is currently intended by the management of AGBA to be held in the PRC by AGBA or any of its subsidiaries. There is no regulatory restriction imposed by authorities in Hong Kong over the flow of funds among AGBA and its subsidiaries, or on any distributions or dividends of AGBA to its investors as of the date of this registration statement, and management of AGBA does not expect there will be regulatory restrictions by authorities in Hong Kong.

The Basic Law is the constitutional document for Hong Kong. Under Article 112 of the Basic Law, no foreign exchange control policies shall be applied in Hong Kong. The Hong Kong dollar shall be freely convertible, and the Government of Hong Kong shall safeguard the free flow of capital within, into and out of the region. The power to amend the Basic Law lies in the National People’s Congress of the PRC and the ultimate power of interpretation of the Basic Law is vested in the Standing Committee of the National People’s Congress of the PRC. Therefore, the PRC has the power to cause a change in the Basic Law and cause capital controls to be imposed over Hong Kong. If the PRC were to do so, the PRC may also restrict the ability of AGBA’s operating entities to remit currency maintained in Hong Kong offshore to pay dividends or make other payments, or otherwise to satisfy its foreign-currency-denominated obligations. In such case, relevant PRC governmental authorities may limit the ability of AGBA to purchase foreign currencies in the future to settle transactions. As the PRC government may continue to strengthen its control over Hong Kong, this may limit AGBA’s ability to utilize such currencies to fund its business activities outside of the PRC, or to pay dividends in foreign currencies.

Risk Factors Relating to AGBA’s Business

The ability of AGBA to continue as a going concern is dependent upon its ability to raise additional funds and implement its business plan.

AGBA’s consolidated financial statements contained in this prospectus were prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the year ended December 31, 2022, AGBA reported approximately US$44.5 million net loss and $19.3 million net cash outflows from operating activities. As of December 31, 2022, AGBA had accumulated losses of approximately US$39.4 million and cash and cash equivalents of $6.4 million.

AGBA’s management intends to continue to monitor its capital structure and evaluate various funding alternatives that may be needed to finance its growth strategy, business development, and operating expenses, including fundraising through equity or debt capital markets. Nonetheless, there can be no assurance that AGBA will be successful in such fundraising or that if it can secure such funds that they will be sufficient to meet the financing needs of AGBA and to allow us to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Going Concern.”

We are vulnerable to continued global economic uncertainty and volatility in financial markets.

Our business is highly sensitive to changes in general economic conditions as a seller of capital equipment to end users in dental professional practices. Financial markets inside the United States, Hong Kong, and internationally have experienced extreme disruption in recent times, including, among other things, extreme volatility in security prices, severely diminished liquidity and credit availability, and declining valuations of investments. We believe these disruptions are likely to have an ongoing adverse effect on the world economy. A continued economic downturn and financial market disruptions could have a material adverse effect on our business, financial condition and results of operations. Also, the imposition of economic sanctions on Russia as a result of the conflict in Ukraine could prevent us from performing existing contracts and pursuing new growth opportunities, which could adversely affect our business, financial condition and results of operations.

We may need to raise additional capital in the future, and if we are unable to secure adequate funds on terms acceptable to us, we could be unable to execute our business plan.

Even after this offering, we may need to raise additional funds through the issuance of equity or debt securities in the public or private markets, or through a collaborative arrangement or sale of assets. Additional financing opportunities may not be available to us, or if available, may not be on favorable terms. The availability of financing opportunities will depend, in part, on market conditions, and the outlook for our business. Any future issuance of equity securities or securities convertible into equity securities could result in substantial dilution to our shareholders, and the securities issued in such a financing could have rights, preferences or privileges senior to those of our ordinary shares. In addition, if we raise additional funds through debt financing, we could be subject to debt covenants that place limitations on our operations. We could not be able to raise additional capital on reasonable terms, or at all, or we could use capital more rapidly than anticipated. If we cannot raise the required capital when needed, we may not be able to satisfy the demands of existing and prospective customers, we could lose revenue and market share and we may have to curtail our capital expenditures.

If we are unable to obtain sufficient capital in the future, we may have to curtail our capital expenditures. Any curtailment of our capital expenditures could result in a reduction in net revenue, reduced quality of our services, increased costs for our services, harm to our reputation, and could have a material adverse effect on our business, financial condition and results of operations.

If we fail to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act, or if we fail to maintain adequate internal control over financial reporting, our business, financial condition and results of operations, and investors’ confidence in us, could be materially and adversely affected.

As a public company, we are required to comply with the periodic reporting obligations of the Exchange Act, including preparing annual reports, quarterly reports and current reports. Our failure to prepare and disclose this information in a timely manner and meet our reporting obligations in their entirety could subject us to penalties under federal securities laws and regulations of NASDAQ expose us to lawsuits, and restrict our ability to access financing on favorable terms, or at all.

In addition, pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to evaluate and provide a management report of our systems of internal control over financial reporting. During the course of the evaluation of our internal control over financial reporting, we could identify areas requiring improvement and could be required to design enhanced processes and controls to address issues identified through this review. This could result in significant delays and costs to us and require us to divert substantial resources, including management time, from other activities.

Any failure to maintain compliance with the requirements of Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could, negatively impact the trading price of our stock, and adversely affect investors’ confidence in the Company and our ability to access capital markets for financing.

We may be or may become classified as a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ordinary shares.

A non-U.S. company will be considered a PFIC for any taxable year if (i) at least 75% of its gross income is passive income, or (ii) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income. The value of our assets generally is determined by reference to the market price of our Ordinary Shares, which may fluctuate considerably. In addition, the composition of our income and assets is affected by how, and how quickly, we spend the cash we raise. If we were to be treated as a PFIC for any taxable year during which a U.S. Holder (as defined in the section of this prospectus entitled “Material U.S. Federal Income Tax Consequences”) holds our Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Material United States Federal Income Tax Consequences — Passive Foreign Investment Company Rules.”

The success and growth of AGBA will depend, in part, upon its ability to be a leader in technological innovation in its industries.

AGBA operates in industries experiencing rapid technological change and frequent product introductions. To succeed, AGBA must lead its peers in designing, innovating, and introducing new technology and product offerings. The process of developing new technologies and products is complex, and if AGBA is unable to successfully innovate and continue to deliver a superior client experience, the demand for its products and services may decrease, it may lose market share and its growth and operations may be hampered.

For example, part of AGBA’s Platform Business relies on its continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates, and provide other client- and loan applicant-expected conveniences. AGBA’s proprietary platform technology is integrated into all steps of its business processes. AGBA’s dedication to incorporating technological advancements into its service platforms requires significant financial and personnel resources. Maintaining and improving this technology will require it to expend significant capital expenditures on its proprietary technology platforms.

To the extent that AGBA is dependent on any particular technology or technological solution, it may be harmed if such technology or technological solution becomes non-compliant with existing industry standards, fails to meet or exceed the capabilities of its competitors’ equivalent technologies or technological solutions, becomes increasingly expensive to service, retain, and update, becomes subject to third-party claims of intellectual property infringement, misappropriation, or other violation, or malfunctions or functions in a way not anticipated. Additionally, new technologies and technological solutions are continually being released. As such, it is difficult to predict the problems that AGBA may encounter in improving its websites’ and other technologies’ functionality.

The technologies that AGBA uses may contain undetected errors, which could result in customer dissatisfaction, damage to the AGBA’s reputation, or loss of customers.

Some of the solutions that AGBA offers are built on large stacks of data, requiring sophisticated and innovative technologies to address AGBA’s operating needs, predict operating patterns, and help make decisions in terms of business strategies and implementation plans. AGBA aims to make its operations and solutions more streamlined, automated, and cost-effective by using advanced technologies which are currently under development. AGBA may encounter technical obstacles, and it may discover problems that prevent such technologies from operating properly, or at all, which could adversely affect AGBA’s information infrastructure and other aspects of its business where such

technologies are applied. If AGBA’s solutions do not function reliably or fail to achieve its customers’ expectations for performance, AGBA may lose existing customers or fail to attract new ones, which may damage its reputation and adversely affect its business, financial condition, and results of operations.

Material performance problems, defects, or errors in AGBA’s existing or new software, applications, and solutions may arise and may result from the interface between solutions and systems and data that it did not develop, the function of which is beyond its control, or defects and errors that were undetected in internal testing. These types of defects and errors, and any failure by AGBA to identify and address them, could result in a loss of revenue or market share, diversion of development resources, harm to AGBA’s reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential customers from utilizing AGBA’s solutions. Correcting these types of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on the business, financial condition, and results of operations of AGBA.

AGBA relies on its business relationships with product issuers and the success of those product issuers, and AGBA future development depends, in part, on the growth of such product issuers and their continued collaboration with AGBA.

The Platform Business relies, in part, on financial products provided by certain banks, insurance companies, or other companies that offer financial products (product issuers). The management team of AGBA believes that establishment of business relationships with major product issuers such as MassMutual Asia Limited, Prudential Hong Kong Limited, and Zurich International Life Limited, which facilitates its ability to provide a wide variety of products to satisfy customers’ needs and enables it to negotiate favorable terms with such product issuers, to the benefit of its customers, contributes to its current success. The long-term business relationships that the Platform Business has established with major product issuers are formed on the basis of the terms of business, broker contracts, and/or conditions issued by the product issuer(s) setting out the terms and conditions upon which product issuer(s) are prepared to accept business referred or introduced to them. However, there is no assurance that the Platform Business will succeed in maintaining existing and/or establishing new, strategic relationships with product issuers. If the Platform Business cannot maintain and/or establish such relationships, it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.

The future development of the Platform Business depends, in part, on the growth of such product issuers, on their continued development of new financial products, and on their continued collaboration. Failure by such product issues to continue to sell new financial products may, in turn, limit our ability to offer such products to their customers. There can be no assurance that if any product issuer discontinued its business or ceased to collaborate with us could find replacement products on comparable terms, or at all. If the Platform Business cannot maintain its current pipeline of products from product issuers, it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.

The property agency segment of the Platform Business has historically operated on thin margins, which expose it to risk of non-profitability and recent trends have caused the segment to be loss-making.

The property agency segment of the Platform Business, run by OnePlatform International Property Limited (“OIP”), has historically operated with thin profit margins. In accordance with its contracts with property developers and agreements with its own staff, commission income from OIP’s operations is dispersed broadly among both the consultancy force and salespersons, often equaling up to 50% of commission income. This significant split of commission income has historically resulted in marginal profit for OIP.

In recent years, the segment has been loss-making and was supported by intercompany loans. While AGBA’s management intends to generate sufficient cash flows from the segment to repay such intercompany loans and create positive profit margins, there can be no assurance that the property agency segment of the Platform Business will be able to generate such cash flows now or in the future. Without a change in the commission sharing mechanism or optimization of the segment’s operating costs, the property agency segment’s ability to achieve additional profits may be limited. There can be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating costs to sufficient levels, or at all. In addition, given the competitive environment in which OIP operates, there also can be no guarantee that such changes would not create a loss of engagement with property developers and salespersons. Such disruptions to the property agency segment of the Platform Business could have negative effects on its business, financial condition, results of operations, and prospects.

AGBA relies on third parties for various aspects of its business and the services and solutions that it offers thereby. AGBA’s business, results of operations, financial condition, and reputation may be materially and adversely affected if these third parties do not continue to maintain or expand their relationship with AGBA, or if they fail to perform in accordance with the terms of their relevant contracts.

AGBA relies on third parties for various aspects of its business and the solutions they offer thereby. For example, AGBA relies on computer hardware, software, and cloud services, internet and telecommunication services, and third-party supplied data. AGBA expects to continue to rely on these third parties to supplement its capabilities for a significant period, if not indefinitely. Therefore, AGBA needs all of these parties to function in a flawless and timely manner to conduct its business. However, there can be no assurance that these third parties will provide their support properly or in a cost-effective manner or that the third party-supplied data AGBA relies on will be complete, accurate, or reliable. In the event of problems with any of these third-party providers, transitioning to new providers may disrupt AGBA’s business and increase costs.

If any of AGBA’s third-party service providers fail to perform properly, there can be no assurance that AGBA will be able to find a suitable would be able to find suitable replacement suppliers on commercially reasonable terms or timely basis, or at all. AGBA’s third-party service providers may carry out their business in an inappropriate manner or in violation of regulations or laws. Any of such occurrences could diminish AGBA’s ability to operate or damage its business reputation, or cause it regulatory or financial harm, any of which could negatively affect AGBA’s business, financial condition, and results of operations.

Failure to maintain and enlarge the customer base of AGBA or to strengthen customer engagement may adversely affect its business and results of operations.

AGBA’s revenue growth depends, in part, on its ability to maintain and enlarge its customer base and strengthen customer engagement so that more of its customers will use AGBA’s solutions more often and contribute to its revenue growth. Although AGBA maintains business relationships with its existing customers and has successfully developed different marketing channels to generate business from referrals, recurring business, and direct marketing, less than 15% of the total revenue for the year ended December 31, 2022 was generated by recurring business from existing customers purchasing new products through the Platform Business. This diffusion of our customer base requires AGBA to constantly maintain and refresh its broad customer base. AGBA’s customers are, however, geographically concentrated, as substantially all of its major customers are located in Hong Kong. Fluctuations in the macro-economic environment in Hong Kong may have adverse effects AGBA’s our major clients and, in turn, on AGBA.

There can be no assurance that AGBA’s customers will continue to use its services and solutions once their existing contract or relationship expires or that they will purchase additional solutions from AGBA. This risk is especially apparent in circumstances where it is inexpensive for them to switch service providers. AGBA’s ability to maintain and enlarge its customer base and strengthen customer engagement will depend on many factors, some of which are out of AGBA’s control, including:

•        its ability to continually innovate technologies to keep pace with rapid technological changes;

•        its ability to continually innovate solutions in response to evolving customer demands and expectations and intense market competition;

•        its ability to customize solutions for customers;

•        customer satisfaction with AGBA’s solutions, including any new solutions that AGBA may develop, and the competitiveness of pricing and payment terms;

•        the effectiveness of AGBA’s solutions in helping customers improve efficiency, enhance service quality, and reduce costs;

•        customers’ acceptance of AGBA’s pricing models;

•        AGBA’s ability to transition customers from “hook products,” which AGBA provides at low or even no charge, to products that provide more revenue and better margins; and

•        the success and growth of AGBA’s customers, which could be affected by general-economic and market conditions, regulatory developments and other factors.

As many of AGBA’s customers are engaged using a transaction-based model, a reduction of transactions by its customers would adversely affect the AGBA’s business and results of operations. For example, the COVID-19 pandemic may have a negative impact on business growth, project implementation, and AGBA’s customers’ usage of its solutions, and thus, AGBA’s revenue.

In addition, AGBA derived some of its customers either through acquisitions of new businesses or by intra-group referrals. If AGBA cannot develop customers organically, conduct as many acquisitions, or receive as many customer referrals as it has historically, it may not be able to grow its customer base as quickly, or at all.

A number of AGBA’s business partners are commercial banks and other financial institutions that are highly regulated, and the tightening of laws, regulations, or standards in the financial services industry could harm its business.

A number of AGBA’s business partners are commercial banks and other financial institutions that are highly regulated and must comply with complex and changing government regulations and industry standards, which are subject to significant changes, in the various jurisdictions in which they operate. Global, regional, or local regulatory developments, including those in respect of consumer protection, credit availability, risk management, and data privacy, could adversely affect AGBA’s customers or otherwise result in a reduction in the volume and frequency of its business transactions.

AGBA’s financial institution partners must sometimes include restrictive provisions in their contracts with service providers such as AGBA, with respect to security and privacy, ongoing monitoring, risk management, and other limitations. These provisions may increase AGBA’s costs, limit the scope of the solutions AGBA offers, or otherwise restrict customer access. In addition, AGBA’s customers may have less capacity or incentive to purchase solutions from AGBA, may pass on their increased costs to AGBA, or may cease to use certain of AGBA’s solutions. As aspects of AGBA’s business employ a broker-based model, any reduction of transactions by AGBA’s partners may materially and adversely affect AGBA’s business and results of operations.

As a result of such laws and regulations, certain of AGBA’s business partners have had, or will have, to adjust their business practices in ways that reduce their use of AGBA’s solutions, and these types of changes in response to regulatory developments may adversely affect AGBA’s business, result of operations, and financial conditions.

Significant increases and decreases in the number of transactions by the AGBA’s clients can have a material negative effect on AGBA’s profitability and its ability to efficiently process and settle transactions.

Significant volatility in the number of client transactions and rebalancing activity may result in operational problems such as a higher incidence of failures to deliver services and errors in processing transactions, and such volatility may also result in increased personnel and related processing costs. AGBA may experience adverse effects on its profitability resulting from significant reductions in product sales and may encounter operational problems arising from unanticipated high transaction volume because AGBA is not able to control such fluctuations.

In addition, significant transaction volume could result in inaccurate books and records, which would expose AGBA to disciplinary action by governmental agencies and other relevant regulators.

We operate in a competitive and evolving industry; if AGBA is unable to compete effectively, it may lose market share.

The market competition in which we operate is intense and all aspects of AGBA’s business are highly competitive. AGBA competes for clients, customers, and personnel directly with other financial advisory firms, securities firms, and, increasingly, with other types of organizations and businesses offering financial services, such as banks and insurance companies. The financial technology services industry in Hong Kong and China is also highly competitive and rapidly evolving. New competitors, including affiliates of financial institutions, traditional IT companies, and internet companies, are entering this market.

AGBA primarily faces competition posed by major, existing financial institutions, including traditional banks and insurance agencies. However, AGBA also faces threats of new players entering its industries, particularly the Fintech industry, in Hong Kong and China. While the management of AGBA believes that AGBA has a competitive advantage by having a full suite of financial products (including insurance, investments, and credit) coupled with a captive customer base and well-established infrastructure (including operational capabilities and technology), some of

AGBA’s competitors may have greater brand recognition, larger customer bases or greater financial, technological, or marketing resources. There can be no assurance that AGBA’s competitors will not be able to respond more quickly and effectively than AGBA to new or changing opportunities, technologies, standards, or customer requirements, or successfully adapt to significant changes in regulatory and industry environments.

The financial services industry continues to evolve technologically, with an increasing number of firms of all sizes providing lower cost, computer-based “robo-advice” and enhanced digital experiences for clients with previously limited personalized service. Industry and technology changes may result in increased prevalence of robo-advisors. AGBA is subject to risk from accelerated industry changes and competitive forces, which have resulted and are expected to continue to result in significant costs for strategic initiatives to respond to such changes. AGBA’s ability to compete in its industries is based primarily on a business model designed to serve clients through personalized relationships with financial advisors offering a full-product suite complemented by a low-cost digital platform. AGBA may be subject to operational risk if its current business model is unable to keep pace with a rapidly changing environment, which includes client, industry, technology, and regulatory changes. In addition, AGBA’s ability to compete and adapt its business model may be impacted by changing client demographics, preferences, and values. If AGBA’s services do not meet client needs, it could lose clients, thereby reducing revenues and profitability.

Talent competition among AGBA’s competitors also exists for financial advisors, technology specialists, and corporate staff. AGBA’s continued ability to expand its business and to compete effectively depends on its ability to attract qualified employees and to retain and motivate current employees. Additionally, during an economic downturn, there is increased risk that AGBA’s more successful personnel may leave or be hired away by its competitors, if AGBA experiences reduced profitability.

Competition may also result in continued pricing pressures, which may lead to price reductions for AGBA’s services and offerings and may adversely affect its profitability and market share. In addition, AGBA may face competition from its own customers or financial product providers, who may develop their own solutions internally after they have gained experience and expertise independently or through their use of AGBA’s solutions. If AGBA is unable to successfully compete in its relevant industries, its business, financial condition, and results of operations may be materially and adversely affected.

If AGBA is unable to protect or promote its brand and reputation, its business may be materially and adversely affected.

The brand names and reputation of AGBA and its subsidiaries are subject to a variety of factors that are beyond its control. For example, customer complaints about AGBA’s services and negative publicity about the financial services industry could diminish consumer confidence in AGBA’s solutions. Failure to protect customer privacy or effectively adopt security measures could have the same effect. Measures that AGBA may take from time to time to combat risks of fraud and breaches of privacy and security can damage relations with its customers. These measures heighten the need for prompt and accurate customer service to resolve irregularities. If AGBA cannot handle customer complaints effectively or balance different customers’ needs appropriately, its reputation may suffer, and AGBA may lose customers’ confidence. Furthermore, AGBA may be subject to claims seeking to hold it liable for inaccurate or false information. Any claims, regardless of merit, may force AGBA to participate in costly time-consuming litigation or investigations, divert significant management and staff attention, and damage its reputation and brand. In addition, AGBA’s reputation may be undermined if its customers and product issuers, many of whom are financial institutions, violate laws and regulations such as financial supervision regulations and anti-money laundering laws, when interacting with AGBA’s solutions. Any significant damage to the reputation of AGBA or any of its subsidiaries, or to the perceived quality or awareness of its brands or solutions, or any significant failure by AGBA to promote and protect its brands and reputation, could make it more difficult for AGBA to maintain a good relationship with its customers, promote its services or retain qualified personnel, any of which may have a material adverse effect on AGBA’s business.

AGBA’s future marketing and efforts to build its brands will likely require it to incur additional expenses. In 2022, AGBA changed the branding of many of its group companies to reflect new brands, such as “AGBA”, “AGBA Focus”, “AGBA Perform” and “OnePlatform,” that align with its new approach to the market. These re-branding efforts include obtaining new trademark and domain name registrations, which efforts are ongoing. Increased marketing expenses in the short term may be required to familiarize AGBA’s customers and the public with these new brand names. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in

revenues may not offset the expenses incurred. If AGBA fails to successfully promote, protect, and maintain its brands while incurring additional expenses, its results of operations and financial condition would be adversely affected, and its ability to grow its business may be impaired.

Given both AGBA’s past and future relationship with the Legacy Group, any negative development in the Legacy Group’s market position, reputation, or brand recognition may materially and adversely affect the brand image, reputation, and market value of AGBA and/or its subsidiaries.

Breach of AGBA’s security measures or those of any third-party cloud computing platform provider, or other third-party service providers, may result in AGBA’s data, IT systems, and services being perceived as not being, or actually not being, secure.

Some of AGBA’s services involve storage and transmission of its customers and their end-customers’ proprietary and other sensitive data, including financial information and other personally identifiable information. AGBA’s security measures may be breached as a result of efforts by individuals or groups of hackers and sophisticated organizations, including by fraudulently obtaining system information of AGBA’s employees or customers. AGBA’s security measures could also be compromised by employee error or malfeasance, which could result in unauthorized access to, or denied authorized access to, AGBA’s IT systems, customers’ data, or its own data, including with respect to AGBA’s intellectual property and other confidential business information.

Because the techniques used to breach, obtain unauthorized access to, and sabotage IT systems change frequently, grow more complex over time, and are generally not recognized until launched against a target, AGBA may be unable to anticipate or implement adequate measures to prevent such techniques. In addition, AGBA is often an early adopter of new technologies and new ways of sharing data and communicating internally and with partners and customers. As its IT systems continue to evolve, this increases their complexity. In addition, AGBA’s customers may authorize third-party technology providers to access their customer data, and some of AGBA’s customers may not have adequate security measures to protect their data that is stored on AGBA’s servers. Because AGBA does not control its customers or third-party technology providers, or the processing of such data by third-party technology providers, AGBA cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to AGBA’s services.

A security breach could expose AGBA to a risk of loss or inappropriate use of proprietary and sensitive data, or the denial of access to this data. A security breach could also result in a loss of confidence in the security of its services, damage AGBA’s reputation, negatively impact future sales, disrupt its business, and lead to legal liability. Finally, the detection, prevention, and remediation of known or potential security vulnerabilities, including those arising from third-party hardware or software, may result in additional direct and indirect costs, for example, AGBA may be required to purchase additional infrastructure or its remediation efforts may degrade the performance of AGBA’s solutions.

Unexpected network interruptions, security breaches, or computer virus attacks and failures in AGBA’s information technology systems could have a material adverse effect on its business, financial condition, and results of operations.

AGBA’s information technology systems support all phases of its operations and are an essential part of the group’s technology infrastructure. The robust reliability of AGBA’s platform is one of its competitive strengths that it relies on to attract and retain customers. If AGBA’s systems fail to perform, it could experience disruptions in operations, slower response times, or decreased customer satisfaction. AGBA must process, record, and monitor a large number of transactions, and its operations are highly dependent on the integrity of its technology systems and its ability to make timely enhancements and additions to such systems. System interruptions, errors, or downtime can result from a variety of causes, including unexpected interruptions to the internet infrastructure, technological failures, changes to systems, changes in customer usage patterns, linkages with third-party systems, and power failures. AGBA’s systems are also vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, denial of service attacks, computer viruses or cyber-attacks, terrorist attacks, natural disaster, power outage, capacity constraints, software flaws, events impacting AGBA’s key business partners and vendors, and other similar events.

AGBA has in the past experienced network interruptions, which did not have a material adverse impact on the business. However, AGBA’s business depends on the performance and reliability of its internet infrastructure. There can be no assurance that AGBA’s internet infrastructure will remain sufficiently reliable for its needs. Any failure to maintain the performance, reliability, security, or availability of its network infrastructure may cause significant damage to its ability to attract and retain customers. Major risks involving AGBA’s network infrastructure include:

•        breakdowns or system failures resulting in a prolonged shutdown of its servers;

•        disruption or failure in the national backbone networks in Hong Kong, China, and the other markets where AGBA operates, which would make it impossible for customers to access AGBA’s solutions;

•        damage from natural disasters or other catastrophic events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events; and

•        any infection by or spread of computer viruses or other system failures.

Any network interruption or inadequacy that causes interruptions in the availability of AGBA’s platform or deterioration in the quality of or access to its solutions could reduce customer satisfaction and result in a reduction in the activity level of AGBA’s customers. Furthermore, increases in the volume of traffic on AGBA’s platform could strain the capacity of its existing computer systems and bandwidth, which could lead to slower response times or system failures. This strain could cause a disruption or suspension in AGBA’s service delivery, which could, in turn, hurt its brand and reputation. AGBA may need to incur additional costs to upgrade its technology infrastructure and computer systems to accommodate increased demand if it anticipates that its systems cannot handle higher volumes of traffic and transaction in the future. In addition, it could take an extended period to restore full functionality to its technology or other operating systems in the event of an unforeseen occurrence, which could affect AGBA’s ability to deliver its solutions. There can be no assurance that AGBA will not suffer unexpected losses, reputational damage, or regulatory actions due to technology or other operational failures or errors, including those of AGBA’s vendors or other third parties.

AGBA’s inability to use software licensed from third parties, including open-source software, could negatively affect its ability to sell its solutions and subject it to possible litigation.

AGBA’s technology platform incorporates software licensed from third parties, including open-source software, which AGBA uses without charge. Although AGBA monitors its use of open-source software, the terms of many open-source licenses that it is subject to have not been interpreted by courts, and there is a risk that these licenses could be construed to impose unanticipated conditions or restrictions on its ability to provide its solutions. In addition, the terms of open-source software licenses may require AGBA to provide software that it develops to others on unfavorable license terms. For example, certain open-source licenses may require AGBA to offer the components of its platform that incorporate open-source software for free, to make source code for modifications or derivative works available to others, and to license such modifications or derivative works under the terms of the particular open-source license.

In addition, AGBA could be required to seek licenses from third parties to continue offering its solutions, and these types of licenses may not be available or may be on terms not acceptable to AGBA. Alternatively, AGBA may need to re-engineer its solutions or discontinue using certain functionalities of its solutions. AGBA’s inability to use third-party software could result in business disruptions, or delays in developing future offerings or enhancements of its existing solutions, which could materially and adversely affect AGBA’s business and results of operations.

AGBA’s business in the credit industry requires sufficient liquidity to maintain its business activities, and it may not always have access to sufficient funds.

Liquidity, or ready access to funds, is essential to AGBA’s business, particularly its money lending business through OnePlatform Credit Limited (“OCL”) and Hong Kong Credit Corporation Limited (“HKCC”). A tight credit market could have a negative impact on the ability of either or both of OCL and HKCC to maintain sufficient liquidity to meet their working capital needs and to meet regulatory requirements. Short-term and long-term financing are two sources of liquidity that could be affected by a tight credit market. In a tight credit market, lenders may reduce their loan amounts. There can be no assurance that financing will be available at attractive terms, or at all, in the future. Additionally, AGBA’s access to funds held at the broker-dealer is subject to regulatory capital requirements and may require approval from regulators. A significant decrease in AGBA’s access to funds could negatively affect its business, financial management, and reputation in the industry.

AGBA’s business is impacted by interest rates, and its profitability could be negatively impacted by a low or a negative interest rate environment.

Presently AGBA has no significant interest-bearing assets, meaning that AGBA’s income and operating cash flows are substantially independent of changes in market interest rates. However, AGBA’s financial performance, particularly with respect to its money lending business, through OnePlatform Credit Limited and Hong Kong Credit Corporation Limited, is directly affected by, and subject to substantial volatility from changes in prevailing interest rates. Due to the unprecedented events surrounding the COVID-19 pandemic along with the associated severe market dislocation, there are additional factors that contribute to uncertainty and unpredictability concerning current interest rates, future interest rates, and potential negative interest rates.

Although AGBA does not currently expect a sustained negative interest rate environment, as evidenced by the announcement and implementation of recent raises in federal interest rates in the United States, it proactively manages interest rate risk by varying the issuance and maturity dates of its variable rate debt, limiting the amount of its variable rate debt, and continually monitoring the effects of market changes in interest rates. Nevertheless, if a sustained negative interest rate environment were to occur, AGBA’s profitability could be negatively impacted by reductions in interest rate revenue on its loan products, additional costs with third parties to hold both firm and client cash deposits, and potential additional expenditures related to cash solutions products.

AGBA is subject to credit risk due to the nature of the transactions it processes for its clients.

AGBA is exposed to the risk that third parties who owe it money, securities, or other assets will not meet their obligations. Many of the transactions in which AGBA engages expose it to credit risk in the event of default by its counterparty or client, such as loans or cash balances held at major financial institutions. In addition, AGBA’s credit risk may be increased when the collateral it holds cannot be realized or is liquidated at prices insufficient to recover the full amount of the obligation due to AGBA. Financial instruments that potentially subject AGBA to credit risk consist of cash equivalents, restricted cash, accounts, and loans receivable. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$500,000 (approximately US$64,493) if the bank with which an individual/a company hold its eligible deposit fails. AGBA maintains cash and other funds in escrow at financial institutions in Hong Kong, which can be subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness, and there can be no assurance that they will remain of high credit quality.

AGBA evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Nonetheless, there can be no assurance that its customers will not default on their obligations or otherwise expose AGBA to the negative impacts of credit risk.

Restrictions imposed by the outstanding indebtedness and any future indebtedness of AGBA may limit its ability to operate its business and to finance its future operations or capital needs or to engage in acquisitions or other business activities necessary to achieve growth.

The terms of the outstanding indebtedness of AGBA and any future indebtedness may restrict AGBA or its subsidiaries from taking certain actions, including, among other things:

•        incurring additional indebtedness;

•        creating or incurring liens;

•        paying dividends and distributions on, or purchase, redeem, defease, or otherwise acquire or retire for value, capital stock;

•        making repayments or repurchases of debt that is contractually subordinated with respect to right of payment or security;

•        creating negative pledges or restrictions on the payment of dividends or payment of other amounts owed from subsidiaries;

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

•        engaging in consolidations, amalgamations, mergers, liquidations, dissolutions, dispositions and/or selling, transferring, or otherwise disposing of assets, including capital stock of subsidiaries;

•        entering into certain sale and leaseback transactions;

•        engaging in certain transactions with affiliates; or

•        changing material lines of business.

There can be no guarantee that AGBA will be able to maintain compliance with any of its loan covenants or, if AGBA fails to do so, that it will be able to obtain waivers from the lenders and/or amend the covenants. Even if AGBA complies with all of the applicable covenants, the restrictions on the conduct of business could adversely affect AGBA by, among other things, limiting its ability to take advantage of financings, mergers, acquisitions, investments, and other corporate opportunities that may be beneficial to business.

A breach of any of the covenants in existing or future credit agreements could result in an event of default, which, if not cured or waived, could trigger acceleration of indebtedness and an increase in the interest rates applicable to such indebtedness, and may result in the acceleration of or default under any other debt AGBA may incur in the future to which a cross-acceleration or cross-default provision applies. Any such acceleration of indebtedness could have a material adverse effect on the business, results of operations, and financial condition of AGBA. In the event of any default under existing or future credit facilities of AGBA, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be due and payable. In addition, if AGBA was to grant a security interest in a significant portion of its assets to secure obligations under a lending agreement, the applicable lenders, during the existence of an event of default, could exercise their rights and remedies thereunder, including by way of initiating foreclosure proceedings against any assets constituting collateral for obligations of AGBA as borrower.

AGBA’ performance depends on key management and personnel. Any failure to attract, motivate and retain staff could severely hinder AGBA’s ability to maintain and grow its business.

The future success of AGBA is significantly dependent upon the continued service of a handful of its key personnel. If AGBA loses the services of any member of management or other key personnel, it may not be able to locate suitable or qualified replacements, and it may incur additional expenses to recruit and train new staff, which could severely disrupt its business and growth, therefore materially and adversely affecting AGBA’s business, financial condition, results of operations, and prospects. In addition, although AGBA has entered into confidentiality and noncompetition agreements with its management and other key personnel which are expected to be replicated for the Company, there is no assurance that any member of the management team and such personnel will not join its competitors or form a competing business. If any dispute arises between AGBA’s current or former personnel, AGBA may have to incur substantial costs and expenses in order to enforce such agreements in Hong Kong or elsewhere (as relevant), and AGBA may not be able to enforce them at all.

The wide range and diversity of the services and solutions that AGBA provides may require the hiring and retention of a wide range of experienced personnel who can adapt to a dynamic, competitive, and challenging business environment. AGBA will need to continue to attract and retain experienced and capable personnel at all levels as it expands its business and operations. Competition for talent in Hong Kong’s and China’s financial technology industry is particularly intense, and the availability of suitable and qualified candidates is limited.

The Legacy Group has experienced significant reputational damage in the past in connection with its previous management, which could adversely affect the market prospects and reputation of AGBA, and/or the scope and quality of services rendered by the Legacy Group to AGBA.

Prior to December 2017, the Legacy Group dismissed certain executive directors from the board of Convoy Global, as the result of alleged inappropriate activities or personal misconduct causing harm to the Legacy Group. Given AGBA’s historical link to the Legacy Group, the reputation of AGBA with customers and in the market may suffer from its connection to the Legacy Group, which could adversely impact the business, financial condition, results of operations, and prospects of AGBA.

In connection with the actions of its past management, the Legacy Group has fully cooperated with the investigation by Hong Kong regulatory authorities, and as a safeguard, Convoy Global voluntarily suspended trading of its shares on the Hong Kong Stock Exchange. While the current management of the Legacy Group has stated that it has made considerable progress in both strengthening the corporate governance and internal controls of the group and rehabilitating the group’s reputation in the market, there can be no assurance that the efforts undertaken to date, and those taken in the future, will be sufficient to meet either the goals of the current management or the public’s expectations, or mitigate the historical reputational impact by association on AGBA.

In addition to the potential reputational impact on AGBA, the prospects of the Legacy Group may also affect the operations of AGBA to the extent of services to be provided by the Legacy Group to AGBA. Given the continuing relationship AGBA and the Legacy Group following the consummation of the Business Combination and the overlap between the management of AGBA and the Legacy Group, any failure of the new internal corporate controls within the Legacy Group may impact the business, financial condition, and results of operations of the Legacy Group, which, in turn, may impact the group’s ability to provide services — administrative, managerial, or otherwise — to AGBA, which could in turn have an negative impact on the business, financial condition, results of operations, and prospects of AGBA.

If AGBA cannot maintain its corporate culture, it could lose the innovation, collaboration, and focus on the mission that contribute to its business.

AGBA believes that a critical component of its success is its corporate culture and its deep commitment to its mission. AGBA believes that this mission-based culture fosters innovation, encourages teamwork, and cultivates creativity. The mission defines its business philosophy as well as the emphasis that it places on its clients and customers, its employees, and its culture that is consistently reinforced to and by its team members.

As a result of COVID-19, a significant portion of AGBA’s team members have had to adjust their work schedules, including working remotely at times and abiding by local COVID-19 government protocols, and there is a risk that over time such remote operations may decrease the cohesiveness of its teams and its ability to maintain its culture, both of which are integral to its success. Indeed, AGBA has suffered from significant disruption to operational activities and staffing shortages, which could have a material adverse effect on its business, financial condition and results of operations. If AGBA is unable to preserve its culture, this could negatively impact its future success, including its ability to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue its mission and corporate objectives.

Substantially all of AGBA’s operations are housed in one location. If the facilities are damaged or rendered inoperable by natural or man-made disasters, AGBA’s business may be negatively impacted.

The current headquarters adopts an open-office design throughout the entire building to minimize overall expenses, promote collaborative culture, and create a more flexible workspace environment.

As a result, most of AGBA’s operations currently are housed in one building. Certain of AGBA’s subsidiaries compensate the Legacy Group for the use of their office space through existing service agreements. See “Certain Transactions and Related Party Transactions — Certain Transactions of AGBA”. AGBA Tower, and AGBA’s offices therein, could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, fires, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, extreme weather conditions, medical epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions, including the COVID-19 pandemic. If due to such disaster a significant portion of AGBA’s team members must work remotely for an extended period, its business may be negatively impacted.

On January 25, 2022, we purchased an office premise located at Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong from the Legacy Group for a consideration of approximately US$8.0 million. The purchase price was offset by the deduction of a previously paid earnest deposit of US$7.2 million and partially settled by cash. AGBA’s management expects to use this office premise for its own occupancy and to meet its anticipated business expansion in the foreseeable period. This transaction is not expected to affect the existing AGBA Tower lease or current administrative service agreements.

AGBA may not be able to identify or pursue suitable acquisition or expansion opportunities or achieve optimal results in future acquisitions or expansions, and it may encounter difficulties in successfully integrating and developing acquired assets or businesses.

To further grow its businesses and increase its competitiveness and profitability, AGBA intends to continue expanding its services and solutions in both Hong Kong and China. AGBA has been actively looking for acquisition or expansion opportunities that may be beneficial. Over the past few years, AGBA has invested in a number of companies in the fintech space, such as Tandem. AGBA will continue to seek opportunities for acquisition and expansion. However, acquisitions or expansions may not be successfully completed, and AGBA may not be able to find or consummate suitable acquisition or expansion alternatives. Any expansion of AGBA into China may also involve risks related to business operating in China. If AGBA successfully completes any acquisition or expansion, it may raise financing, either in the capital markets or in the form of bank financing, to cover all or part of the purchase price, which will lead to changes to AGBA’s capital structure and may restrict AGBA and its subsidiaries in other ways. In addition, to the extent that any of these business initiatives are funded through the issuance of equity or convertible debt securities, the ownership interest of AGBA’s shareholders could be diluted.

AGBA has acquired and may in the future acquire other businesses or companies with advanced financial technologies, leading financial technology products, valuable intellectual property, or other businesses or assets with capabilities and strategies that the management of AGBA believes are complementary to and are likely to enhance its businesses. However, there can be no assurance that AGBA will be able to identify attractive acquisition targets, negotiate favorable terms, obtain necessary government approvals or permits, complete necessary registrations or filings, or obtain necessary funding to complete these acquisitions on commercially acceptable terms, or at all.

Acquisitions and expansions involve numerous risks, including potential difficulties in retaining and assimilating personnel, risks and difficulties associated with integrating the operations and culture of AGBA, diversions of management attention and other resources, lack of experience and industry and market knowledge of the new businesses, risks and difficulties associated with complying with laws and regulations related to the acquisitions and AGBA, and failure to properly identify problems with acquisition targets through the due diligence process. In addition, acquisitions and expansions may significantly stretch AGBA’s capital, personnel, and management resources and, as a result, AGBA may fail to manage its growth effectively. Any new acquisition or expansion plans may also result in its inheritance of debts and other liabilities, assumption of potential legal liabilities in respect of the new businesses, and incurrence of impairment charges related to goodwill and other intangible assets, any of which could harm AGBA’s business, financial condition, and results of operations. In particular, if any new businesses AGBA acquires fail to perform as expected, AGBA may be required to recognize a significant impairment charge, which could materially and adversely affect its business, financial condition, and results of operations. There may also be established players in these sectors and markets that enjoy significant market share, and it may be difficult for AGBA to win market share from them. Furthermore, some of the overseas markets that AGBA may target may have high barriers of entry for foreign players. There can be no assurance that AGBA’s acquisition or expansion plans will be successful. As a result, there can be no assurance that AGBA will be able to realize the strategy behind an acquisition or expansion plan, reach the desired level of operational integration, or achieve its investment return targets.

AGBA and its directors, management, and employees currently are and may in the future be subject to litigation and regulatory investigations and proceedings, and any adverse findings may have a material adverse effect on AGBA’s business, results of operations, financial condition, and prospects and harm its reputation.

Many aspects of AGBA’s business involve substantial litigation and regulatory risks, and members and management of AGBA may be subject to claims and lawsuits in the ordinary course of their business or in connection with the Legacy Group. AGBA is also, from time to time, subject to examinations, informal inquiries and investigations by regulatory and other governmental agencies. In the ordinary course of business, AGBA is also subject to arbitration claims, lawsuits, and litigation, either as plaintiff or defendant.

Actions brought against AGBA may result in settlements, injunctions, fines, penalties, or other results adverse to the directors, management, and employees of AGBA that could harm its business, financial condition, results of operations, and reputation. Any action against the directors, management, and employees of AGBA itself, even those without merit and even if the relevant party is successful in defending itself against them, may cause AGBA to incur significant costs, and could place a strain on its financial resources, divert the attention of management from its core business, and harm its reputation. A significant judgment or regulatory action against the directors, management,

and employees of AGBA or a material disruption in the business of AGBA arising from adverse adjudications in proceedings against its directors, officers or employees would have a material adverse effect on its liquidity, business, financial condition, results of operations, reputation, and prospects.

As a publicly listed company, AGBA is likely to face additional exposure to claims and lawsuits. These claims could divert management’s time and attention away from its business and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, AGBA may elect or be forced to pay substantial damages if it is unsuccessful in its efforts to defend against these claims, which could harm its reputation, business, financial condition, and results of operations.

AGBA and its subsidiaries implement policies and conduct regular compliance training designed to deter wrongdoing, promote honest and ethical conduct, and ensure the accuracy of financials and other public communications as well as compliance with applicable governmental laws, rules, and regulations. However, there can be no assurance that all of AGBA’s directors, management, and employees will strictly abide by these rules and policies, or that AGBA can effectively and timely deter, detect, and remedy all misconduct. Any gross misconduct by AGBA’s directors, management, and employees, including, but not limited to those in relation to commercial, labor, employment, financial, operational, accounting, auditing or securities matters may lead to investigations and/or litigation and have a material adverse impact on AGBA’s business, financial condition and results of operations, and harm its reputation.

AGBA may not have sufficient insurance coverage to cover its business risks.

AGBA maintains insurance to cover its potential exposure for claims and losses. However, its insurance coverage may be inadequate or unavailable to protect AGBA fully, and it may not be able to acquire any coverage for certain types of risks such as business liability or service disruptions, and its coverage may not be adequate to compensate AGBA for all losses that may occur, particularly with respect to loss of business or operations. Any business disruption, litigation, regulatory action, outbreak of epidemic disease, or natural disaster could also expose AGBA to substantial costs and resource diversion. There can be no assurance that AGBA’s existing insurance coverage will be sufficient to prevent it from any loss or that it will be able to successfully claim its losses on a timely basis, or at all. If AGBA incurs any loss that is not covered by its existing insurance policies, or the amount of compensation that it receives is significantly less than its actual loss, AGBA’s business, financial condition and results of operations could be materially and adversely affected.

Any failure to protect the intellectual property rights of AGBA or its subsidiaries or to ensure the continuing right to own, use or license all intellectual property required for its operations could impair its ability to protect its proprietary technology and its brand.

AGBA’s success and ability to compete depends in part upon its intellectual property. As of the date of this registration statement, AGBA and its subsidiaries portfolio of intellectual property includes, primarily, domain names and trademarks. AGBA is currently in the process of re-branding its business, and as part of this exercise, it is in the process of obtaining domain names and trademark registrations for its new brands, such as “AGBA”, “AGBA Focus”, “AGBA Perform” and “OnePlatform.” AGBA primarily relies on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with its employees, customers, partners and others to protect its intellectual property rights. The steps that AGBA takes to secure, protect, and enforce its current and future intellectual property rights may be inadequate. AGBA may not be able to obtain any further trademarks (including those for “AGBA”, “AGBA Focus”, “AGBA Perform” and “OnePlatform”) or patents, its current intellectual property could be invalidated, its competitors could design their products around AGBA’s current technology, or it could lose access to third party intellectual property on which it may rely.

In order to protect its intellectual property rights, AGBA may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce its intellectual property rights could be costly, time consuming and distracting to the management of AGBA and could result in the impairment or loss of its intellectual property. Furthermore, the efforts of AGBA to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights. Accordingly, AGBA may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. Any failure to secure, protect and enforce its intellectual property rights could substantially harm the value of AGBA’s technology, products, brand, and business.

AGBA may not be able to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position.

AGBA regards its trademarks, domain names, trade secrets, and other intellectual property as critical to its business. Unauthorized use of AGBA’s intellectual property by third parties may adversely affect its business and reputation. AGBA relies on a combination of intellectual property laws and contractual arrangements to protect its proprietary rights. It is often difficult to register, maintain, and enforce intellectual property rights in countries or regions with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms. Sometimes laws and regulations are subject to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries are uncertain and may afford little or no effective protection of AGBA’s proprietary technology, and the risk of intellectual property misappropriation may be higher in these countries. Consequently, AGBA may be unable to prevent its proprietary technology from being infringed or exploited abroad, which could affect its ability to expand into international markets or require costly efforts to protect its technology. AGBA is in the process of obtaining new domain names and trademark registrations in connection with its ongoing re-branding efforts. Failure to promptly obtain such registrations or otherwise fully project such intellectual property may expose AGBA to intellectual property related risks, which may materially and adversely affect its business, financial condition and results of operations.

In addition, AGBA’s contractual agreements, including intellectual property assignment arrangements in employment contracts, may be breached by counterparties, and there may not be adequate remedies available to AGBA for any such breach. Accordingly, AGBA may not be able to effectively protect its intellectual property rights or to enforce its contractual rights in Hong Kong, China, or other jurisdictions in which AGBA operates. Detecting and preventing any unauthorized use of AGBA’s intellectual property is difficult and costly, and the steps AGBA has taken may be inadequate to prevent infringement or misappropriation of its intellectual property. If AGBA resorts to litigation to enforce or protect its intellectual property rights, such litigation could result in substantial costs and a diversion of its managerial and financial resources. There can be no assurance that AGBA will prevail in such litigation. In addition, AGBA’s trade secrets may be leaked or otherwise become available to, or be independently discovered by, its competitors, and, in that case, AGBA would have no right to prevent others’ use of them.

AGBA may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt its business and operations.

There can be no certainty that the operations or any aspects of AGBA’s business do not or will not infringe upon or otherwise violate patents, copyrights, trademarks, or other intellectual property rights held by third parties. AGBA may be subject to penalties, legal proceedings, and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by AGBA’s solutions, services, or other aspects of its business. There could also be intellectual properties that AGBA is not aware of that AGBA’s solutions or services may inadvertently infringe. To the extent that AGBA seeks to register any new intellectual property, there can be no assurance that such applications will be approved, that any issued intellectual property rights would adequately protect AGBA’s intellectual property, or that such intellectual properties would not be challenged by third parties or found by competent authorities to be invalid or unenforceable.

There can be no assurance that holders of patents purportedly relating to some aspect of AGBA’s technology platform or business, if any such holders exist, would not seek to enforce these patents against AGBA in Hong Kong, China, or any other jurisdictions. Furthermore, the application and interpretation of PRC patent laws and the procedures and standards for granting patents in the PRC are still evolving and are uncertain, and there can be no assurance that PRC courts or regulatory authorities would agree with AGBA’s analysis. If AGBA is found to have violated the intellectual property rights of others, it may be subject to liability for its infringement activities or may be prohibited from using such intellectual property, and it may incur licensing fees or be forced to develop alternatives of its own. In addition, AGBA may incur significant expenses, and may be forced to divert management’s time and other resources from its business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against AGBA may result in significant monetary liabilities and may materially disrupt its business and operations by restricting or prohibiting its use of the intellectual property in question, which may materially and adversely affect its business, financial condition, and results of operations.

Additionally, registering, managing, and enforcing intellectual property rights in the PRC is often difficult. Statutory laws and regulations may not be applied consistently due to the lack of clear interpretation guidance.

Certain members of AGBA’s group have registered for certain trademarks in Hong Kong, China, and Taiwan. However, third parties may file applications to register the same or similar trademarks. In addition, third parties may object its registrations, and the relevant trademark authority may not rule in AGBA’s favor in such disputes. If AGBA’s trademarks are revoked or otherwise canceled, AGBA may be prohibited from using those trademarks in its business operations, and AGBA may need to change certain of its products logos, which may have an adverse effect on its business and operations.

We are party to a number of related party transactions, which may result in interdependence or potential conflicts of interest.

In the ordinary course of their business, AGBA and its subsidiaries enter into transactions with related parties. Related parties may be individuals (being members of key management personnel and/or their close family members) or other entities and include entities which are under the significant influence of related parties of AGBA’s group, including the Legacy Group. Such interdependence may mean that any material adverse changes in the operations or financial condition of related parties could adversely affect AGBA’s results of operations. AGBA expects that it will continue to enter into transactions with related parties.

While AGBA employs strong corporate governance provisions and related party transaction policies that require any such transaction to be conducted on an arm’s length basis, there can be no assurance that relevant government regulators will make the same conclusion with respect to such transactions. Further, there can be no assurance that such related party transactions, if questioned, will not have an adverse effect on AGBA’s business or results of operations.

AGBA operates in a variety of heavily regulated industries in Hong Kong and globally, which exposes its business activities to risks of noncompliance with an increasing body of complex laws and regulations.

Due to the heavily regulated nature of the industries in which ABGA and its subsidiaries operate, primarily the insurance, Mandatory Provident Fund (MPF), asset management and money lending industries, AGBA and certain of its subsidiaries are required to comply with a wide array of Hong Kong laws and regulations that regulate, among other things, the manner in which they conducts their businesses, which of AGBA’s operating entities can provide certain services, and the fees that they may charge. Governmental authorities and various Hong Kong agencies, including, among others, the Insurance Authority, the Mandatory Provident Fund Authority, the Securities and Futures Commission, and the Inland Revenue Department, have broad oversight and supervisory authority over AGBA.

Because of the financial services that AGBA offers, each AGBA subsidiary that engages in the relevant service must be licensed in Hong Kong as well as all relevant jurisdictions that require licensure and must comply with each such jurisdiction’s respective laws and regulations, as well as with judicial and administrative decisions applicable to it. Subsidiaries of AGBA in Hong Kong currently maintain Insurance Broker Licenses, HKSFC Licenses, and Money Lenders Licenses, in addition to their business registrations with the Hong Kong Companies Registry. In addition, these companies currently are subject to a variety of, and may in the future become subject to additional, laws that are continuously evolving and developing, including laws on advertising as well as privacy laws.

These licensing requirements and other regulations directly impact AGBA’s business and require ongoing compliance, monitoring, and internal and external audits as they continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws, for instance, could impact how AGBA processes personal information, and therefore limit the effectiveness of its products or services or its ability to operate or expand its business, including limiting strategic partnerships that may involve the sharing of personal information.

Both the scope of the laws and regulations and the intensity of the supervision to which AGBA is subject have increased over time, in response to financial crises as well as other factors such as technological and market changes. Regulatory enforcement and fines have also increased across the financial services sector in Hong Kong, China, and the other markets where AGBA operates. The management of AGBA expects that its business will remain subject to extensive

regulation and supervision. These regulatory changes could result in an increase in AGBA’s regulatory compliance burden and associated costs and place restrictions on its operations. AGBA’s failure to comply with applicable licensing requirements and relevant laws and regulations could lead to, among other things:

•        loss of its licenses and approvals to engage in its businesses;

•        damage to its reputation in the industry;

•        governmental investigations and enforcement actions;

•        administrative fines and penalties and litigation;

•        civil and criminal liability, including class action lawsuits;

•        increased costs of doing business;

•        diminished ability to sell financial products;

•        inability to raise capital; and

•        inability to execute on its business strategy, including its growth plans.

As applicable licensing requirements and laws evolve, it may be more difficult for the management of AGBA to identify these developments comprehensively, to interpret changes accurately, and to train AGBA’s employees effectively with respect to these laws and regulations. These difficulties potentially increase AGBA’s exposure to the risks of noncompliance with these licensing requirements, laws, and regulations, which could be detrimental to its business. In addition, a failure to adequately vet and supervise AGBA’s clients, service providers and vendors, to the extent they are covered by such licensing requirements, laws, and regulations, may also have these negative results.

To resolve issues raised in examinations or other governmental actions, AGBA or certain of its subsidiaries may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to it. The management of AGBA expects to continue to incur costs to comply with governmental regulations. In addition, certain legislative actions and judicial decisions can give rise to the initiation of lawsuits against AGBA for activities that it has conducted in the past. AGBA has been, and its management expects it to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to its compliance with applicable laws and regulations.

Although AGBA has systems and procedures directed to comply with these legal and regulatory requirements, there can be no assurance that more restrictive laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive manner, which could render its current business practices non-compliant or which could make compliance more difficult or expensive. Any of these, or other, changes in laws or regulations could have a detrimental effect on AGBA and its results of operations.

AGBA is subject to evolving regulatory requirements, and failure to comply with these regulations or to adapt to regulatory changes could materially and adversely affect its operations, business, and prospects.

Many aspects of AGBA’s offerings, including brokerage and technology services to individual investors, banks, and insurance companies, insurance loss adjustment services, online publication services relating to financial product information, facilitating consumer lending products for banks and online small loan companies, managing and distributing various asset management products, and electronic certification services, are subject to supervision and regulation by various governmental authorities in Hong Kong or in other jurisdictions where AGBA operates. As AGBA continues to expand its solutions and product offerings, the group may be subject to new and more complex regulatory requirements.

AGBA also is required to comply with applicable laws and regulations in relevant jurisdictions to protect the privacy and security of its customers’ information. Legal and regulatory restrictions may delay, or possibly prevent, some of AGBA’s solutions or services from being offered, which may have a material adverse effect on its business, financial condition, and results of operations. Violation of laws and regulations may also result in severe penalties, confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.

For example, the regulatory framework governing financial technology services is unclear and evolving. New laws or regulations may be promulgated, which could impose new requirements or prohibitions that render AGBA’s current operations or technologies non-compliant. In addition, due to uncertainties and complexities of the regulatory environment, it cannot be assured that regulators will interpret laws and regulations the same way as AGBA does, or that AGBA will always be in full compliance with applicable laws and regulations. To remedy any violations, AGBA may be required to modify its business models, solutions, and technologies in ways that render its solutions less appealing to potential customers. AGBA may also become subject to fines or other penalties, or, if AGBA determines that the requirements to operate in compliance are overly burdensome, it may elect to terminate potentially non-compliant operations. In each such case, AGBA’s business, financial condition and results of operations may be materially and adversely affected.

AGBA may be adversely affected by the complexity, uncertainties, and changes in regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses, or permits applicable to AGBA’s business may have a material adverse effect on its business and results of operations.

The Hong Kong government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.

The interpretation and application of existing Hong Kong laws, regulations and policies, and possible new laws, regulations, or policies, including those relating to the internet industry, have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of AGBA. There can be no assurance that AGBA has obtained all the permits or licenses required for conducting its business or that it will be able to maintain or update its existing licenses or obtain new ones. If a government authority considers that AGBA was operating without the proper approvals, licenses, or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of its business, it may levy fines, confiscate AGBA’s income, revoke its business licenses, and/or require AGBA to discontinue its relevant business or impose restrictions on the affected portion of its business. Any of these actions may have a material adverse effect on AGBA’s business and results of operations.

Uncertainties in the interpretation and enforcement of Hong Kong laws and regulations could limit the legal protections available to AGBA and its investors.

Hong Kong laws and regulations concerning the internet-related industries and financial services industry are developing and evolving. Although AGBA has taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these laws and regulations, governmental authorities may promulgate new laws and regulations regulating internet-related and financial services industries. There can be no assurance that AGBA’s operations would not be deemed to violate any such new laws or regulations. Moreover, developments in the internet-related industries and financial services industry may lead to changes in existing laws, regulations, and policies in Hong Kong, or in the interpretation and application of existing laws, regulations, and policies, which in turn may limit or restrict AGBA and could materially and adversely affect its business and operations.

Fluctuations in exchange rates could have a material adverse effect on AGBA’s results of operations and the price of the Company’s shares.

The value of the Hong Kong dollar against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in Hong Kong and China and by Hong Kong and China’s foreign exchange policies. Presently, the value of the Hong Kong dollar is pegged to the U.S. Dollar. However, on July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. Dollar, and the Renminbi appreciated more than 20% against the U.S. Dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. Dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. Dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up its Special Drawing

Rights, or the SDR, and decided that with effect from October 1, 2016, the Renminbi is considered to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. Dollar, the Euro, the Japanese yen and the British pound. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to its exchange rate system. Given the political uncertainty surrounding Hong Kong, there can be no assurance that the Hong Kong dollar will remain pegged to the U.S. Dollar and that it will not appreciate or depreciate significantly in value against the U.S. Dollar in the future. It is difficult to predict how market forces or Hong Kong, PRC, or U.S. government policies may affect the exchange rate between the Hong Kong dollar and the U.S. Dollar in the future.

Substantially all AGBA’s revenue and costs are denominated in Hong Kong dollars. Any significant revaluation of the Hong Kong dollar may have a material and adverse effect on an investment in the Company. For example, to the extent that the Company needed to convert U.S. Dollars received from capital markets transactions or borrowings outside Hong Kong into Hong Kong dollars for operations, appreciation of the Hong Kong dollar against the U.S. Dollar would have an adverse effect on the amount the Company would receive from the conversion. Conversely, if the Company decided to convert its Hong Kong dollars into U.S. Dollars for the purpose of making payments for dividends on its ordinary shares or for other business purposes, appreciation of the U.S. Dollar against the Hong Kong dollar would have a negative effect on the U.S. Dollar amount available to the company.

AGBA faces risks related to natural disasters, health epidemics, civil and social disruption and other outbreaks, which could significantly disrupt its operations.

AGBA is vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power losses, telecommunications failures, break-ins, wars, riots, terrorist attacks, strikes, civil or social disruption (including protests in Hong Kong since June 2019) or similar events may give rise to server or service interruptions, breakdowns, system failures, technology platform failures, employee issues, or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware, as well as adversely affect AGBA’s ability to maintain its financial platform and provide its solutions to customers. AGBA’s business could also be adversely affected by the effects of Ebola virus disease, Zika virus disease, various forms of influenza, Severe Acute Respiratory Syndrome, or SARS, COVID-19, or other epidemics.

AGBA’s business, results of operations, financial conditions, and prospects could also be adversely affected to the extent that any natural disasters, health epidemics, civil and social disruption and other outbreaks harm the Hong Kong, Chinese, or global economy in general.

Russia’s invasion of Ukraine may present risks to AGBA’s operations and investments.

Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of AGBA’s investments, even though AGBA does not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. AGBA cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of AGBA.

Risk Factors Relating to Our Shares

Our share price has been, and could continue to be volatile.

There has been significant volatility in the market price and trading volume of equity securities, which may be unrelated to the financial performance of the companies issuing the securities. These broad market fluctuations could negatively affect the market price of our stock. The market price and volume of our ordinary shares could fluctuate, and in the past has fluctuated, more dramatically than the stock market in general. During the 12 months ended June 30, 2023, the market price of our ordinary shares has ranged from a high of $11.65 per share (on November 3, 2022) to a low of

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Ordinary Shares by the Selling Securityholders. However, we will receive such proceeds when the Warrant holders exercise the Warrants. We will use proceeds generating from the exercise Warrants for working capital and for general corporate purposes.

As of August 4, 2023, the market price of AGBA Shares was $1.15 per share, while the exercise price of the Warrants is $11.50. We will receive up to an aggregate of $32,366,750 if all of the Warrants and UPO are exercised to the extent such Warrants and UPO are exercised for cash. However, we will only receive such proceeds if and when the Warrant holders exercise the Warrants. Given that the market price of the AGBA Shares is much lower than the exercise price of the Warrants, and assuming that the market price of AGBA Shares does not increase above the per-share exercise price, there is a small likelihood that any of the Warrants will be exercised. We expect to use any proceeds we do receive from the exercise of the Warrants for general corporate purposes and to implement our business plan. We will bear all costs, expenses and fees in connection with the registration of AGBA Shares and will not receive any proceeds from the sale of AGBA Shares. The Selling Securityholders will bear all the costs of commissions and discounts, if any, attributable to their respective sales of AGBA Shares. As of August 4, 2023, the impact of this offering on AGBA’s liquidity and its ability to fund operations is limited because the Company currently has no plan for proceeds to be received from the exercise of Warrants and UPO.

DIVIDEND POLICY

We have not declared or paid dividends to shareholders since inception and do not plan to pay cash dividends in the foreseeable future. We currently intend to retain earnings, if any, to finance our growth.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF AGBA

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand the results of operations and financial condition of the Company for the years ended December 31, 2022 and 2021.

This discussion contains forward-looking statements based upon our current expectations, estimates, and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed below and in AGBA Group Holding Limited’s Current Report on Form 10-K filed with the SEC on April 3, 2023, particularly in the sections titled “Risk Factors” and “Special note Regarding Forward-Looking Statements.”

AGBA Shares of the Company being offered for resale pursuant to this prospectus by the selling stockholder represent approximately 7.29% of shares outstanding of the Company as of August 4, 2023 (or 11.52% after giving effect to the issuance of shares upon exercise of outstanding public warrants and private placement warrants). Given the substantial number of shares of AGBA Shares being registered for potential resale by the selling securityholder pursuant to this prospectus, the potential sale of share by the other selling stockholders, or the perception in the market that selling securityholders of a large number of shares intend to sell shares, could increase the volatility of the market price of our AGBA Shares or result in a significant decline in the public trading price of our AGBA Shares.

Overview

We are a leading one-stop financial supermarket based in Hong Kong servicing over 400,000 individual and corporate customers. We offer the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs.

We currently operate four major areas of businesses, comprising of:

1.      Distribution Business:    The Group’s powerful financial advisor business is the largest in the market, it engages in the personal financial advisory business (including advising and sales of a full range of financial services products including long-term life insurance, savings and mortgages), with additional internal and external channels being developed and added.

2.      Platform Business:    The Group operates as a “financial supermarket” offering over 1,800 financial products to a large universe of retail and corporate customers.

3.      Healthcare Business:    Through the Group’s 4% stake in and a strategic partnership with HCMPS, operating as one of the largest healthcare management organizations in the Hong Kong and Macau region, with over 800 doctors in its network. Established in 1979, it is one of the most reputed healthcare brands in Hong Kong.

4.      Fintech Business:    The Group has an ensemble of leading FinTech assets and businesses in Europe and Hong Kong. In addition to financial gains, the Group also derives substantial knowledge transfers from its investee companies, supporting the development and growth of the Group’s new business models.

Distribution Business

The Distribution Business comprises a variety of captive financial services distribution channels. We have built a market leading financial advisors distribution channel in Hong Kong. We have also built other distribution channels alongside our market leading financial advisors business.

Our combined captive distribution channels enable us to directly access one of the largest pools of customers accessible to independent financial services providers in Hong Kong.

Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of December 31, 2022, there were around 1,600 financial advisors at “Focus”, organized into 32 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.

In addition to the FA Business, during 2022, we expanded our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known as our Alternative Distribution Business. These distribution channels are targeted at specific customer segments and/or capturing specific distribution opportunities.

Combined with our Digital Business, we now have a well-diversified range of distribution channels and capabilities.

During 2022, we continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading the supporting infrastructure. Our infrastructure not only supports the financial consultants in engaging with their customers, it also provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales services. Building our infrastructure required substantial investments into technological, operational and financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.). Since many of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory compliance and supervision.

As a result of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:

•        Vast customer base in Hong Kong and growing customer base in Mainland China.

•        State-of-the-art supporting infrastructure.

•        Relationships with and access to a broad range of leading global financial product providers.

•        Deep market knowledge and understanding.

•        Highly productive and well-trained salesforce.

We will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).

For the year ended December 31, 2022, the Company made $24.6 million from commission in the Distribution Business. The revenue attributed to the Company during 2022 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

Upon the re-opening of China Border, we will continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well as refining our abilities to service our customer base. We expect sales volumes to return to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay area.

Platform Business

The Platform business, through OPH and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.

The Platform Business was set up to take advantage of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong. We were already servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art technological and operational infrastructure.

The Platform Business now operates this full-service platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers, and individual independent financial advisors that are looking for support in advising and serving their retail clients.

Our technology-enabled Platform Business offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency.

In addition to its unrivaled product-shelf, the Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services, and training support.

Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services, as discussed below:-

As of December 31, 2022, OnePlatform made $6.3 million in commissions and recurring service fees representing a 34% decline from 2021. 2022 revenues reflect only commission and service fees generated after the Business Combination effected in November 2022. OnePlatform also made $0.2 million in interest income from loans it granted to customers. OnePlatform further made commission income from the agency of real estate projects.

The OnePlatform brand currently covers 44 insurance providers selling 657 products, and 40 asset management fund houses with over 1,000 products.

Fintech Business

The Fintech Business has collected an ensemble of valuable fintech assets in its investment portfolio. Fintech Business’ management team has strived to establish the business as a leading name in the fintech investment sector.

Core Fintech investments held under the Fintech Business as of December 31, 2022 include:

1.      An investment in Tandem Money Limited, a UK digital bank.

2.      An investment in CurrencyFair Limited, a B2B and B2C payments company.

3.      An investment in Oscar Health Inc., a US direct-to-consumer digital health insurer.

4.      An investment in Goxip Inc., a fashion media platform based in Hong Kong.

5.      An investment in LC Healthcare Fund I, L.P., a PRC healthcare and healthtech investment fund.

____________

Notes:

(1)      Carrying amount represents Fintech’s attributable interest in the investment portfolio asset.

The Fintech Business previous investments include an investment in Nutmeg, a UK-based digital wealth manager, focused on robo-advisory and digital wealth management services. In June 2021, JPMorgan Chase completed its 100% acquisition of Nutmeg.

Healthcare Business

We currently hold a 4% equity stake in HCMPS, one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently operating under the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong. It has four self-operated medical centres and a network of over 700 healthcare service providers — providing healthcare schemes for more than 500 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.

JFA operates a city-wide medical network that includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy centers, 12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau. Over 380,000 out-patient and in-patient visits are recorded annually through HCMPS’s medical network. JFA offers its patients a full range of medical services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories and imaging services.

We believe that the future of healthcare is in “Smart Health” — technology that offers improved patient-care management and leverages data as the new tool for solving complex healthcare challenges with reduced operating costs. We will focus on technology/digitalization and consumerization of healthcare to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access to healthcare at a lower cost — with connectivity across the care continuum. We believe that JFA has the captive customer base, infrastructure and product/service offerings to optimize customer experience to further grab market share.

We are currently working to transform JFA into the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering market-leading customer care and best-in-class infrastructure empowered by data analytics.

Recent Development

Business Combination

On November 14, 2022, we consummated the Business Combination with AGBA Acquisition Limited. Pursuant to the Business Combination Agreement, AGBA Acquisition Limited became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited (“B2B” or “TIL”) and TAG Asia Capital Holdings Limited (“Fintech” or “TAC”), in exchange for 55,500,000 ordinary shares of AGBA, par value US$0.001 per share to TAG (subject to certain indemnity holdback provisions as outlined in the Business Combination Agreement). For more information, see Note 4 to the Company’s consolidated financial statements, Reverse Recapitalization with AGBA Acquisition Limited.

The Business Combination has been accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, AAL was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on TAG’s majority of the voting power of the post-combination company, TAG’s senior management comprising all of the senior management of the post-combination company, and our operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of our issuing shares for the net assets of AGBA, accompanied by a recapitalization. The net assets of AGBA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be our continuing operation.

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties, including those described in Part I, Item 1A of this Form 10-K.

Key Components of Results of Operations

Currently, we are operating the below business segments and generating operating revenue streams as follows:

All of the Company’s revenues were generated in Hong Kong.

Operating Revenue and Other Gain (Loss)

We have disaggregated our operating revenue from contracts with customers into categories based on the nature of the revenue, as well as other gains (losses) from our investment portfolio. The following table presents the revenue streams by segments, with the presentation of revenue categories presented on the consolidated statements of operations for the periods and years indicated:

____________

#        prior to the consummation of Business Combination, which was effected in November 2022, commissions generated by the financial advisors currently associated with Focus, along with associated potential platform commissions and fees, were attributable to the Legacy Group.

Operating Costs

Commission Expense

Commission expense represents the portion of premiums from insurance or investment products retained by financial consultants, pursuant to the terms of their respective contracts. Commission rates vary by market due to local practice, competition and regulations. Commissions fluctuate directly in relation to sales volume.

Sales and Marketing Expense

Sales and Marketing Expense primarily consists of personnel-related costs attributable to our sales and marketing personnel, marketing expense for brand promotion and spending on marketing programs to launch the insurance and investments products distributed by consultants.

Technology Expense

Technology expense primarily includes personnel-related costs attributable to our IT team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and maintain the Platform Business infrastructure.

Personnel and Benefit Expense

Personnel and benefit expense primarily consists of personnel-related costs and benefits, stock-based compensation costs for employees in our executive, accounting and finance, project management, corporate development, office administration, legal and human resources functions.

Other General and Administrative Expenses

Other general and administrative expenses primarily consists of rent and facilities expenses allocated based upon total direct costs, as well as, professional services fees, such as consulting, audit, tax and legal fees, general corporate costs and allocated overhead expenses.

We expect that our general and administrative expenses will continue to increase in future periods, primarily due to increased headcount to support anticipated growth in our Distribution and Platform Businesses, and due to incremental costs associated with operating as a public company, including costs to comply with the rules and regulations applicable to companies listed on a securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, public relations, insurance and professional services.

Results of Operations

Comparison of the Three Months Ended March 31, 2023 and 2022:

Revenue

The following table summarizes the major operating revenues for the three months ended March 31, 2023 and 2022:

Distribution Business

The Distribution Business contributed 87.49% and 8.67% of the total revenue for the three months ended March 31, 2023 and 2022, respectively. Income from the Distribution Business mainly related to commissions earned, which significantly increased by US$9.5 million, or 5,282.22%, from US$0.2 million in 2022 to US$9.7 million in 2023. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name. Commissions generated by the financial advisors currently associated with Focus, along with associated potential platform commissions and fees, were attributable to the Legacy Group and as such not reflected in the results for the Distribution Business for 2022.

Summarized revenue breakdown by product and type of contracts:

Platform Business

The Platform Business contributed 12.51% and 91.33% of the total revenue for the three months ended March 31, 2023 and 2022, respectively.

Operating Expenses

Commission Expense

The Distribution Business contributed 94.75% and 9.70% of the total commission expense for the three months ended March 31, 2023 and 2022, respectively. Commission expense for the Distribution Business increased by US$6.8 million, or 10,064.71%, from US$0.07 million in 2022 to US$6.9 million in 2023. As a result of the increase in revenue associated with the Distribution Business, commission expense significantly increased.

Sales and Marketing Expense

Sales and Marketing expense increased by US$1.6 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The increase in sales and marketing expense mainly reflects spending associated with “AGBA” corporate branding and associated product campaigns, celebrating it’s the successful listing, through public relations, corporate video and campaigns, digital marketing and public advertisements.

Technology Expense

Technology expense increased by US$0.7 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The increase was primarily due to increased headcount to support anticipated growth in the business and platform expansion.

Personnel and Benefit Expense

Personnel and benefit cost increased by US$6.3 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The increase was primarily due to the increased headcount to support the continuing growth of the Platform Business and Distribution Business.

Share-Based Compensation

Pursuant to the Share Award Scheme (the “Scheme”), the Company filed S-8 registration statement to register 11,675,397 ordinary shares on February 24, 2023.

During the three months ended March 31, 2023, the Company recorded US$1.3 million in share-based compensation expense on the restricted share units. There was no such expense during the three months ended March 31, 2022. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Other General and Administrative Expenses

Total other general and administrative expenses increased by US$4.9 million, or 544.93%, for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The net increase was mainly due to the increase in legal and professional fees of US$0.7 million, management fee expense of US$1.7 million, share-based compensation of $2.6 million, offset by a decrease in financial data subscription expense of US$0.04 million. Upon the consummation of Business Combination, the post-combination entity has expensed more as a listed company, with a significant increase in the legal and professional fees and management fee expense increased were primarily attributed to 1) the US legal counsel fee incurred and 2) the office and administrative expenses pay to the shareholder for the use of office premises in Trust Tower and Hopewell Centre, including building management fees, government rates and rent, office rent, lease-related interest, and depreciation actually incurred by the shareholder, with the increased occupancy from business expansion. Share-based compensation in the first quarter of 2023, was mainly related to marketing consultancy service rendered by a third party consultant, payable by 1,200,000 ordinary shares at the market price of $2.1575 per share.

Loss from Operations

Loss from operations increased by US$12.7 million, or 662.76%, for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022. The increase was mainly attributable to the increase in operating expenses of US$21.7 million.

Other Income (Expense), Net

Bank Interest Income

Bank interest income increased by US$0.2 million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

Foreign Exchange Gain (Loss), Net

Foreign exchange gain (loss) mainly represented the unrealized net foreign exchange gain (loss) from the translation of long-term investments which are mostly denominated in Sterling. The net foreign exchange gain increased by US$1.0 million or 215.59% for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, due to the stronger Sterling exchange rate.

Investment Income, Net

Investment income decreased by US$0.4 million, or 19.82%, for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, mainly as a result of the realized gain of US$1.5 million on the sale of the shares of Oscar Health Inc. in the open market at the average market price of $4.01 per shares and dividend income of US$0.6 million, offset by unrealized loss in non-marketable equity securities of US$0.4 million, which was fewer than the unrealized gain in marketable securities of US$2.1 million.

Change in fair value of forward share purchase liability

The forward share purchase liability (“FSP liability”) under the Meteora Backstop Agreement is valued using a Black-Scholes model, which is considered to be Level 3 fair value measurement on a recurring basis. For the three months ended March 31, 2023, the change in fair value of liability was $0.1 million, as recognized in the condensed consolidated statements of operations.

Income Tax Benefit (Expense)

Income tax benefit increased by US$0.4 million, or 106.44% for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, primarily attributable to the over provision of income tax for prior years.

Net Loss

Net loss increased by US$11.6 million, or 2,600.89% for the three months ended March 31, 2023, as compared to March 31, 2022, due primarily to the increase in operating expenses of US$21.7 million.

Comparison of the Years Ended December 31, 2022 and 2021:

The following tables set forth our results of operations for the years presented in U.S. dollars (in thousands):