Triller 10Q 2023 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-38909

AGBA GROUP HOLDING LIMITED

(Exact name of registrant as specified in its charter)

British Virgin Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

AGBA Tower

68 Johnston Road

Wan Chai, Hong Kong SAR

N/A

(Address of Principal Executive Offices)

(Zip Code)

+852 3601 8000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares	AGBA	NASDAQ Capital Market
Warrants	AGBAW	NASDAQ Capital Market

As of May 12, 2023, there were 62,850,898 ordinary shares, par value $0.001 per share, issued and outstanding.

AGBA GROUP HOLDING LIMITED

Quarterly Report on Form 10-Q

TABLE OF CONTENTS

		Page

PART I – FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

	Unaudited Condensed Consolidated Balance Sheets	1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	2

	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity	3

	Unaudited Condensed Consolidated Statements of Cash Flows	4

	Notes to Unaudited Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	41

Item 4.	Control and Procedures	41

PART II – OTHER INFORMATION		42

Item 1.	Legal Proceedings	42

Item 1A.	Risk Factors	42

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3.	Defaults Upon Senior Securities	42

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	43

SIGNATURES		44

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

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

	March 31, 2023			December 31, 2022
ASSETS				(Audited)
Current assets:
Cash and cash equivalents	$	3,653,778		$	6,449,876
Restricted cash		44,982,294			44,844,196
Accounts receivable, net		3,203,410			2,822,162
Accounts receivable, net, related parties		359,488			272,546
Loans receivables		517,376			517,479
Income tax recoverable		423,407			260,120
Deposit, prepayments, and other receivables		1,105,649			589,786
Total current assets		54,245,402			55,756,165

Non-current assets:
Loans receivables		1,062,774			1,072,392
Property and equipment, net		7,222,567			7,359,416
Notes receivables		588,858			-
Long-term investments, net		34,545,838			37,033,360
Total non-current assets		43,420,037			45,465,168

TOTAL ASSETS	$	97,665,439		$	101,221,333

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	17,501,963		$	20,274,429
Escrow liabilities		29,463,549			29,487,616
Borrowings		6,251,749			4,477,254
Amount due to shareholder		4,973,844			6,289,743
Forward share purchase liability		13,573,788			13,491,606
Income tax payable and provision		23,000,000			23,000,000
Total current liabilities		94,764,893			97,020,648

Long-term liabilities:
Warrant liabilities		3,868			4,548
Deferred tax liabilities		45,613			45,858
Total long-term liabilities		49,481			50,406

TOTAL LIABILITIES		94,814,374			97,071,054

Commitments and contingencies		—			—

Shareholders’ equity:
Ordinary shares, $0.001 par value; 200,000,000 shares authorized, 61,750,898 and 58,376,985 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		61,751			58,377
Ordinary shares to be issued		1,665			1,665
Additional paid-in capital		54,773,534			43,870,308
Accumulated other comprehensive loss		(518,142	)		(384,938	)
Accumulated deficit		(51,467,743	)		(39,395,133	)
Total shareholders’ equity		2,851,065			4,150,279

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	97,665,439		$	101,221,333

See accompanying notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

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

	Three months ended March 31,
	2023			2022
Revenues:
Interest income:
Loans	$	38,158		$	61,323
Total interest income		38,158			61,323
Non-interest income:
Commissions		10,015,627			827,077
Recurring service fees		780,962			947,980
Total non-interest income		10,796,589			1,775,057
Total revenues from others		10,834,747			1,836,380

Non-interest income:
Recurring service fees		238,933			239,943
Total revenues from related parties		238,933			239,943
Total revenues		11,073,680			2,076,323

Operating cost and expenses:
Interest expense		(165,096	)		—
Commission expense		(7,295,492	)		(701,042	)
Sales and marketing expense		(1,856,903	)		(240,351	)
Technology expense		(878,986	)		(133,867	)
Personnel and benefit expense		(9,605,190	)		(2,004,979	)
Other general and administrative expenses		(5,855,821	)		(908,401	)
Total operating cost and expenses		(25,657,488	)		(3,988,640	)

Loss from operations		(14,583,808	)		(1,912,317	)

Other income (expense):
Bank interest income		170,526			7,639
Foreign exchange gain (loss), net		556,311			(480,574	)
Investment income, net		1,723,064			2,148,935
Change in fair value of warrant liabilities		680			—
Change in fair value of forward share purchase liability		(82,182	)		—
Rental income		59,507			79,067
Sundry income		56,644			129,353
Total other income, net		2,484,550			1,884,420

Loss before income taxes		(12,099,258	)		(27,897	)

Income tax benefit (expense)		26,648			(419,497	)

NET LOSS	$	(12,072,610	)	$	(447,394	)

Other comprehensive loss:
Foreign currency translation adjustment		(133,204	)		(274,351	)

COMPREHENSIVE LOSS	$	(12,205,814	)	$	(721,745	)

Weighted average number of ordinary shares outstanding – basic and diluted		60,670,198			55,500,000

Net loss per ordinary share – basic and diluted	$	(0.20	)	$	(0.01	)

See accompanying notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

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

	Three months ended March 31, 2023
	Ordinary shares				Ordinary shares to be issued				Additional paid-in		Accumulated other comprehensive			Accumulated			Total shareholders’
	No. of shares		Amount		No. of shares		Amount		capital		loss			deficit			equity
Balance as of January 1, 2023		58,376,985	$	58,377		1,665,000	$	1,665	$	43,870,308	$	(384,938	)	$	(39,395,133	)	$	4,150,279

Issuance of ordinary shares to settle finder fee		2,173,913		2,174		—		—		3,997,826		—			—			4,000,000
Share-based compensation		1,200,000		1,200		—		—		3,905,400		—			—			3,906,600
Forgiveness of amount due to shareholder		—		—		—		—		3,000,000		—			—			3,000,000
Foreign currency translation adjustment		—		—		—		—		—		(133,204	)		—			(133,204	)
Net loss for the period		—		—		—		—		—		—			(12,072,610	)		(12,072,610	)

Balance as of March 31, 2023		61,750,898	$	61,751		1,665,000	$	1,665	$	54,773,534	$	(518,142	)	$	(51,467,743	)		2,851,065

	Three months ended March 31, 2022
	Ordinary shares				Ordinary shares to be issued				Additional paid-in		Receivable from the			Accumulated other comprehensive			Retained			Total shareholders’
	No. of shares		Amount		No. of shares		Amount		capital		Shareholder			loss			earnings			equity
Balance as of January 1, 2022		53,835,000	$	53,835		1,665,000	$	1,665	$	38,706,226	$	(29,562,195	)	$	(179,461	)	$	52,125,502		$	61,145,572

Special dividend to the shareholder		—		—		—		—		—		29,562,195			—			(47,000,000	)		(17,437,805	)
Foreign currency translation adjustment		—		—		—		—		—		—			(274,351	)		—			(274,351	)
Net loss for the period		—		—		—		—		—		—			—			(447,394	)		(447,394	)

Balance as of March 31, 2022		53,835,000	$	53,835		1,665,000	$	1,665	$	38,706,226	$	—		$	(453,812	)	$	4,678,108		$	42,986,022

See accompanying notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Three months ended March 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(12,072,610	)	$	(447,394	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Share-based compensation expense		3,906,600			—
Depreciation of property and equipment		101,172			96,679
Foreign exchange (gain) loss, net		(556,311	)		480,574
Investment income, net		(1,723,064	)		(2,148,935	)
Change in fair value of warrant liabilities		(680	)		—
Change in fair value of forward share purchase liability		82,182			—

Change in operating assets and liabilities:
Accounts receivable		(468,190	)		(35,008	)
Loans receivables		9,721			2,314,813
Deposits, prepayments, and other receivables		(515,863	)		(58,818	)
Accounts payable and accrued liabilities		1,227,534			(1,017,905	)
Escrow liabilities		(24,067	)		1,727,504
Income tax payable		(163,287	)		419,162
Net cash (used in) provided by operating activities		(10,196,863	)		1,330,672

Cash flows from investing activities:
Proceeds from sale of investments		3,969,764			1,861,348
Purchase of notes receivables		(589,086	)		—
Dividend received from long-term investments		608,714			—
Purchase of property and equipment		—			(864,542	)
Payment of earnest deposit, the shareholder		—			(7,849,676	)
Net cash provided by (used in) investing activities		3,989,392			(6,852,870	)

Cash flows from financing activities:
Advances from the shareholder		1,684,101			2,912,956
Proceeds from borrowings		1,783,521			—
Dividend paid to the shareholder		—			(17,437,805	)
Net cash provided by (used in) financing activities		3,467,622			(14,524,849	)

Effect on exchange rate change on cash, cash equivalents and restricted cash		81,849			(100,353	)

Net change in cash, cash equivalent and restricted cash		(2,658,000	)		(20,147,400	)

BEGINNING OF PERIOD		51,294,072			73,081,407

END OF PERIOD	$	48,636,072		$	52,934,007

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income taxes	$	128,816		$	—
Cash paid for interest	$	165,096		$	—

Reconciliation to amounts on condensed consolidated balance sheets:
Cash and cash equivalents	$	3,653,778		$	16,720,706
Restricted cash		44,982,294			36,213,301

Total cash, cash equivalents and restricted cash	$	48,636,072		$	52,934,007

SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES
Issuance of ordinary shares to settle finder fee	$	4,000,000		$	—
Forgiveness of amount due to shareholder	$	3,000,000		$	—
Purchase of property and equipment, through earnest deposit	$	—		$	7,205,118
Special dividend to the Shareholder offset with amount due from the shareholder	$	—		$	29,562,195

See accompanying notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

NOTE 1 － NATURE OF BUSINESS AND BASIS OF PRESENTATION

AGBA Group Holding Limited (“AGBA” or the “Company”) was incorporated on October 8, 2018 in British Virgin Islands.

The Company, through its subsidiaries, is operating a wealth and health platform, offering a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, lending, and real estate in overseas. AGBA is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing.

The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2022 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The unaudited condensed consolidated financial statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three months ended March 31, 2023 and 2022 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

NOTE 2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

●

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the financial statements of AGBA and its subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany transactions and balances between AGBA and its subsidiaries are eliminated upon consolidation.

●

Use of Estimates and Assumptions

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, notes receivables, share-based compensation, warrant liabilities, forward share purchase liability, provision for contingent liabilities, revenue recognition, income tax provision, deferred taxes and uncertain tax position, and allocation of expenses from the shareholder.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

The inputs into the management’s judgments and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

●

Foreign Currency Translation and Transaction

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is US$ and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in Hong Kong maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the unaudited condensed consolidated statements of changes in shareholders’ equity.

Translation of amounts from HK$ into US$ has been made at the following exchange rates for the three months ended March 31, 2023 and 2022:

	March 31, 2023		March 31, 2022
Period-end HK$:US$ exchange rate		0.12739		0.12771
Period average HK$:US$ exchange rate		0.12759		0.12813

●

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Hong Kong.

●

Restricted Cash

Restricted cash consist of funds held in escrow accounts reflecting (i) the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive interest of the Company’s customers and (ii) the full obligation to an investor in connection with the Meteora Backstop Agreement (see Note 4).

The Company restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies the assets as current based on their purpose and availability to fulfill its direct obligation under current liabilities.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

●

Accounts Receivable, net

Accounts receivable include trade accounts due from customers in insurance brokerage and asset management businesses.

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon the execution of the insurance policies. Credit terms with the products providers of investment, unit and mutual funds and asset portfolio are mainly 90 days or a credit period mutually agreed between the contracting parties. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate, and provides allowance when necessary.

The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.

●

Loans Receivables

Loans receivables are real estate mortgage loans that carried at unpaid principal balances, less the allowance for credit losses on loans receivables and charge-offs.

Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).

If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally, the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in Allowance for Credit Losses on Accounts Receivable and Loans Receivables.

●

Allowance for Credit Losses on Accounts and Loans Receivables

In accordance with ASC Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the lifetime expected credit losses on accounts and loans receivables which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses. Accounts and loans receivables are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.

●

Long-Term Investments, net

The Company invests in equity securities with readily determinable fair values and equity securities that do not have readily determinable fair values.

Equity securities with readily determinable fair values are carried at fair value with any unrealized gains or losses reported in earnings.

Equity securities that do not have readily determinable fair values mainly consist of investments in privately-held companies. They are accounted for, at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

●

Revenue Recognition

The Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”).

ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

Certain portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows:

Commissions

The Company earns commissions from the sale of investment products to customers. The Company enters into commission agreements with customers which specify the key terms and conditions of the arrangement. Commissions are separately negotiated for each transaction and generally do not include rights of return, credits or discounts, rebates, price protection or other similar privileges, and typically paid on or shortly after the transaction is completed. Upon the purchase of an investment product, the Company earns a commission from customers, calculated as a fixed percentage of the investment products acquired by its customers. The Company defines the “purchase of an investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the investment products. After the contract is established, there are no significant judgments made when determining the commission price. Therefore, commissions are recorded at point in time when the investment product is purchased.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

The Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insureds, and is compensated in the form of commissions from the respective insurance providers. The Company primarily facilitates the placement of life, general and MPF insurance products. The Company determines that insurance providers are the customers.

The Company primarily earns commission income arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect to such policies. The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company. The commission earned is equal to a percentage of the premium paid to the insurance provider. Commission from renewed policies is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer renews the policy).

In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring it. Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through the Company’s licensed insurance brokers to provide agency services. The commissions from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the statements of operations.

The Company also offers the sale solicitation of real estate property to the final customers and is compensated in the form of commissions from the corresponding property developers pursuant to the service contracts. Commission income is recognized at a point of time upon the sale contracts of real estate property is signed and executed.

Recurring Service Fees

The Company provides asset management services to investment funds or investment product providers in exchange for recurring service fees. Recurring service fees are determined based on the types of investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment of the investment products, calculated daily. These customer contracts require the Company to provide investment management services, which represents a performance obligation that the Company satisfies over time. After the contract is established, there are no significant judgments made when determining the transaction price. As the Company provides these services throughout the contract term, for the method of calculating recurring service fees, revenue is calculated on a daily basis over the contract term, quarterly billed and recognized. Recurring service agreements do not include rights of return, credits or discounts, rebates, price protection, performance component or other similar privileges and the circumstances under which the fixed percentage fees, before determined, could be not subject to clawback. Payment of recurring service fees are normally on a regular basis (typically monthly or quarterly).

Interest Income

The Company offers money lending services from loan origination in form of mortgage and personal loans. Interest income is recognized monthly in accordance with their contractual terms and recorded as interest income in the unaudited condensed consolidated statement of operations. The Company does not charge prepayment penalties from its customers. Interest income on mortgage and personal loans is recognized as it accrued using the effective interest method. Accrual of interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes doubtful or the account becomes 180 days delinquent.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Disaggregation of Revenue

The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments, with the presentation revenue categories presented on the unaudited condensed consolidated statements of operations for the periods indicated:

	For the three months ended March 31, 2023
	Distribution Business		Platform Business
	Insurance brokerage service		Asset management service		Money lending service		Real estate agency service		Total
Interest income:-
Loans	$	-	$	-	$	38,158	$	-	$	38,158

Non-interest income:-
Commissions		9,687,819		323,762		-		4,046		10,015,627
Recurring service fees		-		1,019,895		-		-		1,019,895

	$	9,687,819	$	1,343,657	$	38,158	$	4,046	$	11,073,680

	For the three months ended March 31, 2022
	Distribution Business		Platform Business
	Insurance brokerage service		Asset management service		Money lending service		Real estate agency service		Total
Interest income:-
Loans	$	-	$	-	$	61,323	$	-	$	61,323

Non-interest income:-
Commissions		179,931		576,535		-		70,611		827,077
Recurring service fees		-		1,187,923		-		-		1,187,923

	$	179,931	$	1,764,458	$	61,323	$	70,611	$	2,076,323

●

Rental Income

Rental income represents monthly rental received from the Company’s tenants. The Company recognizes rental income on a straight-line basis over the lease term in accordance with the lease agreement.

●

Comprehensive Loss

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

●

Income Taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the three months ended March 31, 2023 and 2022, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

●

Share-Based Compensation

The Company accounts for share-based compensation in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation. The Company grants share awards, including ordinary shares and restricted share units, to eligible participants. Share-based compensation expense for share awards is measured at fair value on the grant date. The fair value of restricted stock with either solely a service requirement or with the combination of service and performance requirements is based on the closing fair market value of the ordinary shares on the date of grant. Share-based compensation expense is recognized over the awards requisite service period. For awards with graded vesting that are subject only to a service condition, the expense is recognized on a straight-line basis over the service period for the entire award.

●

Net Loss Per Share

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share (“ASC Topic 260”). ASC Topic 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net (loss) income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

●

Segment Reporting

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has the following operating segments:

Segments		Scope of Service		Business Activities
Distribution Business		Insurance Brokerage Business		- Facilitating the placement of insurance to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from insurance companies.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Platform Business	- Asset Management Business	- Providing access to financial products and services to licensed brokers. - Providing operational support for the submission and processing of product applications. - Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc. - Providing training resources and materials. - Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services.

	- Money Lending Service	- Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers.

	- Real Estate Agency Service	- Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business	Investment Holding	Managing an ensemble of fintech investments.

Healthcare Business	Investment Holding	Managing an ensemble of healthcare-related investments.

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

●

Related Parties

The Company follows ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

●

Commitments and Contingencies

The Company follows ASC Topic 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

●

Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

●

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

●

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

●

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, deposit, prepayments and other receivables, amount due to shareholder, accounts payable and accrued liabilities and escrow liabilities approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of loans receivables and notes receivables approximate the carrying amount. They are accounted at amortised cost, subject to impairment testing.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2023 and December 31, 2022 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

	March 31,		Quoted prices in active markets		Significant other observable inputs		Significant other unobservable inputs
Description	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable equity securities	$	425	$	425	$	-	$	-
Non-marketable equity securities	$	34,545,413	$	-	$	-	$	34,545,413

Liabilities:
Forward share purchase liability	$	13,573,788	$	-	$	-	$	13,573,788
Warrant liabilities	$	3,868	$	-	$	-	$	3,868

	December 31,		Quoted prices in active markets		Significant other observable inputs		Significant other unobservable inputs
Description	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
Marketable equity securities	$	2,443,593	$	2,443,593	$	-	$	-
Non-marketable equity securities	$	34,589,767	$	-	$	-	$	34,589,767

Liabilities:
Forward share purchase liability	$	13,491,606	$	-	$	-	$	13,491,606
Warrant liabilities	$	4,548	$	-	$	-	$	4,548

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

●

Recently Issued Accounting Pronouncements

For the three months ended March 31, 2023, the Company adopted ASC Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic 326) for the first time. The adoption of this standard did not have a material impact on the unaudited condensed consolidated financial statements. For further details, please refer to Note 5, 6 and 7.

Besides, there were no new standards or updates during the three months ended March 31, 2023 that had a material impact on the unaudited condensed consolidated financial statements.

NOTE 3 — LIQUIDITY AND GOING CONCERN

The accompanying unaudited condensed consolidated financial statements were prepared assuming the Company 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 three months ended March 31, 2023, the Company reported $12,072,610 net loss and $10,196,863 net cash outflows from operating activities. As of March 31, 2023, the Company had an accumulated deficit of $51,467,743 and cash and cash equivalents of $3,653,778.

The ability to continue as a going concern is dependent on the Company’s ability to successfully implement its plans. The Company believes that it will be able to continue to grow the Company’s revenue base and control expenditures. In parallel, the Company continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance the Company’s business development activities, general and administrative expenses and growth strategy. These alternatives include external borrowings, raising funds through public equity or debt markets. There is no assurance that the Company will be successful with its fundraising initiatives. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Without realization of additional capital, there is substantial doubt about the Company can continue as a going concern. However, the Company has obtained adequate and continuing financial support from its major shareholder to meet its debts as they fall due and sustain the operation through the next 12 months from the date that these unaudited condensed consolidated financial statements were made available to issue.

NOTE 4 — RESTRICTED CASH

As of March 31, 2023 and December 31, 2022, the Company had $45.0 million and $44.8 million of restricted cash, respectively, of which (i) $29.5 million (2022: $29.5 million) was held in certain bank accounts on behalf of the Company’s customers and (ii) $15.5 million (2022: $15.3 million) was held in an escrow account in connection with the Meteora Backstop Agreement.

For the funds held on behalf of the customers, the Company is acted as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio. Upon receiving escrow funds, the Company records a corresponding escrow liability.

Pursuant to the Meteora Backstop Agreement, the fund held in the escrow account for the forward share purchase is restricted to the Company for the nine months following the consummation of the Business Combination in November 2022, unless the investors sells the shares in the market or redeems the shares. Notwithstanding the sale of shares by the investors, the restricted cash will be used to settle any of the Company’s repurchase obligations.

NOTE 5 － ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of
	March 31, 2023			December 31, 2022
Accounts receivable	$	3,303,401		$	2,916,609
Accounts receivable – related parties		359,488			272,546
Less: allowance for doubtful accounts		(99,991	)		(94,447	)
Accounts receivable, net	$	3,562,898		$	3,094,708

The accounts receivable due from related parties represented the management service rendered to the portfolio assets of a related companies, which are controlled by the shareholder, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers. The amount is unsecured, interest-free, mutually agreed.

The Company generally conducts its business with creditworthy third parties. The Company determines, on a quarterly basis, the probable losses and an allowance for credit losses determined in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic and market considerations, and in some cases, evaluating specific customer accounts for risk of loss. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.

For the three months ended March 31, 2023 and 2022, the estimated credit losses to accounts receivable were minimal.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

NOTE 6 － LOANS RECEIVABLES

The Company’s loans receivables portfolio was as follows:-

	As of
	March 31, 2023		December 31, 2022
Mortgage loans	$	1,580,150	$	1,589,871

Reclassifying as:
Current portion	$	517,376	$	517,479
Non-current portion		1,062,774		1,072,392
Loans receivables, net	$	1,580,150	$	1,589,871

The interest rates on loans issued ranged between 9.00% and 10.00% per annum for the three months ended March 31, 2023 and 2022. Mortgage loans and secured by collateral in the pledge of the underlying real estate properties owned by the borrowers.

Mortgage loans are made to either business or individual customers in Hong Kong for a period of 3 to 25 years, which are fully collateralized and closely monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of March 31, 2023 and December 31, 2022.

Estimated allowance for credit losses is determined on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied on an assessment of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic conditions. If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions, including macroeconomic events, the Company will assess the need to adjust the allowance for credit losses. Any such resulting adjustments would affect earnings in the period that adjustments are made.

For the three months ended March 31, 2023 and 2022, there were minimal estimated credit losses for loans.

NOTE 7 － NOTES RECEIVABLES

On February 24, 2023, the Company entered into a Subscription Agreement and a Convertible Loan Note Instrument (the “Note”) (collectively the “Agreements”) with Investment A. Pursuant to the Agreements, the Company agrees to subscribe an aggregate amount of $1,673,525 notes, in batches, which are payable on or before January 31, 2024 and bears a fixed interest rate of 8% per annum. The maturity of the notes receivables is on April 30, 2024.

As of March 31, 2023, the carrying amount of the notes receivables was $588,858.

In accordance to ASC Topic 326, the Company accounts for its allowance for credit losses on note receivable using the CECL model. Periodic changes to the allowance for credit losses are recognized in the condensed consolidated statements of operations. For the three months ended March 31, 2023, there were minimal estimated credit losses to notes receivables.

NOTE 8 － LONG-TERM INVESTMENTS, NET

Long-term investments consisted of the following:

	As of
	Ownership interest			March 31, 2023		Ownership interest			December 31, 2022
Marketable equity securities
Investment C		0.00	%*	$	425		0.46	%	$	2,443,593

Non-marketable equity securities:
Investment A		8.37	%		5,737,714		8.37	%		5,717,678
Investment B		3.63	%		510,263		3.63	%		513,000
Investment D		4.49	%		16,398,730		4.92	%		16,030,943
Investment E		4.00	%		519,769		4.00	%		522,557
Investment F		4.00	%		11,378,937		4.00	%		11,805,589
Total					34,545,413					34,589,767
Net carrying value				$	34,545,838				$	37,033,360

*	less than 0.001%

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Investments in Marketable Equity Securities

Investments in equity securities, such as, marketable securities, are accounted for at its current market value with the changes in fair value recognized in net loss. Investment C was listed and publicly traded on Nasdaq Stock Exchange.

During the three months ended March 31, 2023, the Company sold 993,108 shares of Investment C at the average market price of $4.01 per share, resulting with a realized gain of $1,541,736.

As of March 31, 2023 and December 31, 2022, Investment C was recorded at fair value of $425 and $2,443,593, which were traded at a closing price of $6.54 and $2.46 per share, respectively.

Investments in Non-Marketable Equity Securities

Investments in non-marketable equity securities consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic investments in companies that are in various stages of development, and investments in a close-ended partnership funds which concentrated in the healthcare sector. These investments do not have readily determinable fair values and, therefore, are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

Management assesses each of these investments on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage. When an impairment exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net. Fair value is estimated using the best information available, which may include cash flow projections or other available market data.

The following table presents the changes in fair value of non-market equity securities which are measured using Level 3 inputs at March 31, 2023 and December 31, 2022:

	As of
	March 31, 2023		December 31, 2022
Balance at beginning of period/year	$	34,589,767	$	25,496,534
Additions		-		16,228,690
Adjustments:
Downward adjustments		(427,652)		(6,898,549	)
Upward adjustments		-		2,137,021
Foreign exchange adjustment		383,298		(2,373,929	)
Balance at end of period/year	$	34,545,413	$	34,589,767

Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities:

	As of
	March 31, 2023			December 31, 2022
Downward adjustments (including impairment)	$	(27,682,252	)	$	(27,254,600	)
Upward adjustments	$	6,209,357		$	6,209,357

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Investment income is recorded as other income and consisted of the following:

	For the three months ended March 31,
	2023			2022
Marketable equity securities:
Unrealized gain from the changes in fair value – Investment C	$	266		$	2,148,935
Realized gain from sale of Investment C		1,541,736			-

Non-marketable equity securities
Unrealized losses (including impairment) – Investment F		(427,652	)		-
Dividend income		608,714			-
Investment income, net	$	1,723,064		$	2,148,935

NOTE 9 － BORROWINGS

	As of
	March 31, 2023		December 31, 2022
Mortgage borrowings	$	6,251,749	$	4,477,254

In September 2022, the Company obtained a mortgage loan from a finance company in Hong Kong, which bears interest at a fixed rate of 10.85% per annum, is repayable in September 2023.

In February 2023, the Company obtained another mortgage loan from another finance company in Hong Kong, which bears an average interest rate at 13.75% per annum, is repayable in February 2024.

As of March 31, 2023, the mortgage loans are secured by the office premises of the Company, located in Hong Kong, with the aggregate carrying amount of $7.1 million (December 31, 2022: $5.7 million).

NOTE 10 － FORWARD SHARE PURCHASE LIABILITY

The forward share purchase liability (“FSP liability”) under the Meteora Backstop Agreement is valued by an independent valuer using a Black-Scholes model, which is considered to be Level 3 fair value measurement. The following table presents a summary of the changes in fair value of the FSP liability, a Level 3 liability, measured on a recurring basis.

Fair value of FSP liability as of December 31, 2022	$	13,491,606
Change in fair value		82,182
Fair value of FSP liability as of March 31, 2023	$	13,573,788

For the three months ended March 31, 2023, the change in fair value of FSP liability was $82,182.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

The following table presents the quantitative information regarding Level 3 fair value measurements of the FSP liability.

	March 31, 2023			December 31, 2022
Input
Share price	$	1.62		$	1.54
Risk-free interest rate		3.75	%		4.16	%
Volatility		51.46	%		52.19	%
Exercise price	$	12.34		$	12.34
Term		0.38 year			0.61 year

NOTE 11 － WARRANT LIABILITIES

The private warrants are accounted for as liabilities in accordance with ASC 480 and are presented as liabilities on the unaudited condensed consolidated balance sheets. As of March 31, 2023 and December 31, 2022, there were 225,000 private warrants outstanding.

The fair values of the private warrants are valued by an independent valuer using a Binominal pricing model. The warrants were classified as Level 3 due to the use of unobservable inputs.

The key inputs into the Binominal pricing model were as follows at their measurement dates:

	March 31, 2023			December 31, 2022
Input
Share price	$	1.62		$	1.54
Risk-free interest rate		3.75	%		4.16	%
Volatility		51.46	%		52.19	%
Exercise price	$	11.50		$	11.50
Warrant remaining life		3.38 years			4.9 years

As of March 31, 2023 and December 31, 2022, the aggregate value of the private warrants was $3,868 and $4,548, respectively. The changes in fair value for the three months ended March 31, 2023 was $680.

NOTE 12 － SHAREHOLDERS’ EQUITY

Ordinary Shares

As of March 31, 2023 and December 31, 2022, the Company has authorized share of 200,000,000 ordinary shares with a par value $0.001.

On March 2, 2023, pursuant to the Share Award Scheme, the Company issued 1,200,000 ordinary shares to a consultant to compensate the services rendered.

On March 21, 2023, the Company issued 2,173,913 ordinary shares to Apex Twinkle Limited as the consideration to partially settle the finder fee payable.

As of March 31, 2023 and December 31, 2022, there were 61,750,898 and 58,376,985 ordinary shares issued and outstanding, respectively and 1,665,000 ordinary shares to be issued under the reserve.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Public Warrants

Each public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to adjustment as discussed herein. The warrants became exercisable 90 days after the Closing of the Business Combination and will expire five years after the Closing of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.

Once the warrants become exercisable, the Company may call the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC) for redemption:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon a minimum of 30 days’ prior written notice of redemption,

●

if, and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and

●

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

Private Warrants

The private warrants are identical to the public warrants, except that the private warrants and the ordinary shares issuable upon the exercise of the private warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The private warrants are accounted as liabilities, remeasured to fair value on a recurring basis, with changes in fair value recorded to the condensed consolidated statements of operations (see Note 11).

As of March 31, 2023 and December 31, 2022, there were 4,600,000 public warrants and 225,000 private warrants outstanding.

Share Award Scheme

On February 24, 2023, pursuant to the Share Award Scheme, the Company registered 11,675,397 ordinary shares to be issued.

The fair value of the ordinary shares granted under the scheme is measured based on the closing price of the Company’s ordinary shares as reported by Nasdaq Exchange on the date of grant.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

For those vested immediately on the date of grant, the fair value is recognized as share-based compensation expense in the consolidated statements of operations. During the three months ended March 31, 2023, the Company recorded $2,587,800 share-based compensation expense, which is included in the operating expenses in the unaudited condensed consolidated statements of operations.

For the restricted share units (“RSUs”), the fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid. The Company has assumed 10% forfeitures.

As of March 31, 2023, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled $9.8 million. They are expected to be recognized over the weighted average period of 2.7 years. During the three months ended March 31, 2023, the Company recorded $1,317,600 share-based compensation expense, which is included in the operating expenses in the unaudited condensed consolidated statements of operations.

A summary of the activities for the Company’s RSUs for the three months ended March 31, 2023 is as follow:

	For the three months ended March 31, 2023
	Number of RSUs		Weighted Average Grant Price

Outstanding, beginning of period		5,000,000	$	2.47
Granted		-
Vested		-
Outstanding, end of period		5,000,000	$	2.47

Forgiveness of Amount Due to Shareholder

During the three months ended March 31, 2023, TAG agreed to forgive the Company $3 million, in aggregate, representing certain amount due to it and treat as additional paid-in capital.

NOTE 13 － OPERATING COST AND EXPENSES

Commission expense

Pursuant to the terms of respective contracts, commission expense represents certain premiums from insurance or investment products paid to agents. Commission rates vary by market due to local practice, competition, and regulations. The Company charged commission expense on a systematic basis that is consistent with the revenue recognition.

During the three months ended March 31, 2023 and 2022, the Company recorded $7,295,492 and $701,042 commission expenses, respectively.

Other General and Administrative Expenses

The Company incurred different types of expenditures under other general and administrative expenses. They primarily consist of depreciation of property and equipment, legal and professional fees and management fee expenses which are allocated for certain corporate office expenses.

During the three months ended March 31, 2023 and 2022, the Company recorded $9,605,190 and $2,004,979 other general and administrative expenses, respectively.

NOTE 14 － INCOME TAXES

The provision for income taxes consisted of the following:

	Three months ended March 31,
	2023			2022

Current tax	$	(26,648	)	$	64,923
Deferred tax		-			354,574
Income tax (benefit) expense	$	(26,648	)	$	419,497

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

The Company’s subsidiaries mainly operate in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

British Virgin Islands

The Company is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholder, no British Virgin Islands withholding tax will be imposed.

Hong Kong

The Company’s subsidiaries operating in Hong Kong is subject to the Hong Kong profits tax at the income tax rates ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year.

The following table sets forth the significant components of the deferred tax liabilities and assets of the Company as of March 31, 2023 and December 31, 2022:

	March 31, 2023			December 31, 2022
Deferred tax liabilities:
Accelerated depreciation	$	45,613		$	45,858

Deferred tax assets, net:
Net operating loss carryforwards		6,854,757			5,461,370
Less: valuation allowance		(6,854,757	)		(5,461,370	)
		-			-

Deferred tax liabilities, net	$	45,613		$	45,858

As of March 31, 2023 and December 31, 2022, the operations incurred $41.5 million and $33.1 million, respectively of cumulative net operating losses which can be carried forward to offset future taxable income. Net operating loss can be carried forward indefinitely but cannot be carried back to prior years. There are no group relief provisions for losses or transfers of assets under Hong Kong tax regime. Each company within a corporate group is taxed as a separate entity. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes that it is more likely that not all of these assets will be realized in the future. The valuation allowance is reviewed annually.

Uncertain tax positions

The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of March 31, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the three months ended March 31, 2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2023.

NOTE 15 － SEGMENT INFORMATION

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

Currently, the Company has four business segments comprised of the related products and services, as follows:

Segments		Scope of Business Activities

Distribution Business		Facilitating the placement of insurance to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from insurance companies.

Platform Business		- Providing access to financial products and services to licensed brokers;

		- Providing operational support for the submission and processing of product applications;

		- Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.;

		- Providing training resources and materials;

		- Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services;

		- Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers; and

		- Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business		Managing an ensemble of fintech investments.

Healthcare Business		Managing healthcare investments.

The four business segments were determined based primarily on how the chief operating decision maker views and evaluates the operations. Operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services are considered in determining the formation of these operating segments.

The following tables present the summary information by segment for the three months ended March 31, 2023 and 2022:

	For the three months ended March 31, 2023
	Distribution Business		Platform Business			Fintech Business			Healthcare Business		Total

Revenue, net
- Interest income	$	-	$	38,158		$	-		$	-	$	38,158
- Non-interest income		9,687,819		1,347,703			-			-		11,035,522
		9,687,819		1,385,861			-			-		11,073,680

Commission expense		6,912,065		383,427			-			-		7,295,492
Depreciation		261		95,622			5,289			-		101,172
Income (loss) from operations		452,437		(11,186,637	)		(3,849,608	)		-		(14,583,808	)
Investment income, net		-		-			1,723,064			-		1,723,064
Total assets	$	4,267,591	$	57,423,358		$	35,454,721		$	519,769	$	97,665,439

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

	For the three months ended March 31, 2022
	Distribution Business			Platform Business		Fintech Business			Healthcare Business		Total

Revenue, net
- Interest income	$	-		$	61,323	$	-		$	-	$	61,323
- Non-interest income		179,931			1,835,069		1,579			-		2,015,000
Less: inter-segment		-			-		(1,579	)		-		-
		179,931			1,896,392		-			-		2,076,323

Commission expense		68,194			632,848		-			-		701,042
Depreciation		133			95,943		603			-		96,679
(Loss) income from operations		(1,447,062	)		545,583		(1,010,838	)		-		(1,912,317	)
Investment income, net		-			-		2,148,935			-		2,148,935
Total assets	$	1,571,719		$	53,922,273	$	50,338,816		$	521,053	$	106,353,861

All of the Company’s customers and operations are based in Hong Kong.

NOTE 16 － RELATED PARTY BALANCES AND TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by the shareholder. Amounts represent advances or amounts paid in satisfaction of liabilities.

Related party balances consisted of the following:

		As of
		March 31, 2023		December 31, 2022

Accounts receivable	(a)	$	359,488	$	272,546
Amount due to shareholder	(b)	$	4,973,844	$	6,289,743

(a)	Accounts receivable due from related parties represented the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which is controlled by the shareholder.

(b)

Amount due to shareholder are those trade and nontrade payables arising from transactions between the Company and the shareholder, such as advances made by the shareholder on behalf of the Company, advances made by the Company on behalf of the shareholder, and allocated shared expenses paid by the shareholder.

In the ordinary course of business, during the three months ended March 31, 2023 and 2022, the Company involved with transactions, either at cost or current market prices and on the normal commercial terms among related parties. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related):

		For the three months ended March 31,
Nature of transactions		2023		2022

Asset management service income	(c)	$	238,933	$	239,943
Commission expenses	(d)	$	-	$	48,834
Office and operating fee charge	(e)	$	2,029,713	$	505,146
General and administrative expense allocated	(f)	$	-	$	273,646
Purchase of office building from the shareholder	(g)	$	-	$	5,995,249
Payment of special dividends to the shareholder	(h)	$	-	$	47,000,000

(c)

Under the management agreement, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled by the Shareholder, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers.

(d)	Commission fee on insurance brokerage and asset management referral at the predetermined rate based on the service fee.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

(e)

Pursuant to the service agreement, the Company agreed to pay the office and administrative expenses to the shareholder for the use of office premises, including, among other things, building management fees, government rates and rent, office rent, and lease-related interest and depreciation that were actually incurred by the shareholder. Also, the shareholder charged back the reimbursement of legal fee and debt collection fee in the ordinary course of business.

(f)	Certain amounts of general and administrative expenses were allocated by the shareholder.

(g)	The Company purchased an office building from the shareholder in January 2022, based on its historical carrying amount.

(h)

On January 18, 2022, TAG Asia Capital Holdings Limited approved to declare and distribute a special dividend of $47 million to TAG Holdings Limited, the shareholder who represented 1 ordinary share of TAG Asia Capital Holdings Limited. The dividends were paid by offsetting the receivable due from the shareholder and the remaining balance was paid by cash. The special dividend distribution was made due to the investment income from the sale of Nutmeg in September 2021.

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE 17 － CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)	Major customers

For the three months ended March 31, 2023, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end dates, are presented as follows:

	Three months ended March 31, 2023					March 31, 2023
Customer	Revenues		Percentage of revenues			Accounts receivable
Customer A	$	2,716,898	25	%	$	1,047,468
Customer B	$	1,370,626	12	%	$	139
Customer C	$	1,231,155	11	%	$	490,058

For the three months ended March 31, 2022, there was no single customer who accounted for 10% or more of the Company’s revenues.

All of the Company’s major customers are located in Hong Kong.

(b)	Credit risk

Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable, loans receivables, and notes receivables. 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 $63,695) if the bank with which an individual/a company hold its eligible deposit fails. As of March 31, 2023, cash and cash equivalents of $3.7 million and fund held in escrow of $29.5 million were maintained at financial institutions in Hong Kong, of which approximately $32.2 million was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, loans receivables, and notes receivables, the Company determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts and loan losses based on the estimated realizable value. Credit of money lending business is controlled by the application of credit approvals, limits and monitoring procedures.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

The Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all. The Company’s internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as, credit risk scores, collateral and collection history. Individual credit scores are assessed by credit bureau, such as TransUnion. Internal risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security. To minimize credit risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness of the collateral valuations on a regular basis. Management believes that these policies effectively manage the credit risk from advances.

The Company’s third-party customers that represent more than 10% of total loans receivables, and their related net loans receivables balance as a percentage of total loans receivables, as of March 31, 2022 and December 31, 2021 were as follows:

	As of
	March 31, 2023			December 31, 2022

Customer D		37.4	%		37.4	%
Customer E		31.6	%		31.6	%
Customer F		31.0	%		31.0	%

(c)	Economic and political risk

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(d)	Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ and Sterling on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

For the three months ended March 31, 2023 and 2022, the Company recorded the foreign exchange gain of $556,311 and loss of $480,574, respectively, mainly attributable from the long-term investments which are mostly denominated in Sterling.

(e)	Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

NOTE 18 － COMMITMENTS AND CONTINGENCIES

Litigation — From time to time, the Company is involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

As at March 31, 2023, the Company involved with various legal proceedings:-

Action Case: HCA702/2018 On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff. This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff. On February 28, 2023, the Court granted leave for this action be set down for trial of 13 days, which the period has yet to be fixed. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

Action Case: HCA765/2019 On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, shareholders and financial consultant by the Plaintiff. This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory damage of approximately $2 million (equal to HK$17.1million). The case is on-going and parties have yet to attempt mediation. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

Action Case: HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $1.67 million (equal to HK$13 million). The Company previously made $0.84 million as contingency loss for the year ended December 31, 2021. Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or any further potential loss, if any.

The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred.

Forward Share Purchase Agreement — Pursuant to the Meteora Backstop Agreement, subject to demand, the Company is committed to purchase up to 2,500,000 shares of its issued and outstanding ordinary shares from the investors in nine months following the consummation of Business Combination in November 2022. As of March 31, 2023, the Company accounted the related committed liability as forward share purchase liability of $13,573,788.

Notes Receivable Agreement — Pursuant to the Agreements, subject to demand, the Company is committed to subscribe the notes of Investment A with an aggregate amount of $1,673,525, in batches, which are payable on or before January 31, 2024. As of March 31, 2023, the remaining committed subscription amount was $1,084,439.

Capital Contribution in Investment F — As of March 31, 2023, the remaining committed capital amount in Investment F was $331,432.

AGBA GROUP HOLDING LIMITED
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Currency expressed in United States Dollars (“US$”))

NOTE 19 － SUBSEQUENT EVENTS

On April 5, 2023, the Company entered into a sale and purchase agreement with Sony Life Singapore Pte. Ltd., a Singapore private limited company, to purchase 100% equity interest in Sony Life Financial Advisers Pte. Ltd. (“SLFA”) for a cash consideration of SGD2,500,000 (equivalent to $1,882,000). The closing of the transaction expects to be in the third-quarter of 2023, which subjects to certain customary closing conditions.

On April 18, 2023, the Company approved a share repurchase program authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term of one year, no later than April 18, 2024.

On April 28, 2023, pursuant to the Share Award Scheme, the Company issued 1,000,000 ordinary shares to a consultant to compensate the services to be rendered in a term of three months.

On May 3, 2023, pursuant to the Share Award Scheme, the Company issued 100,000 ordinary shares to a consultant to compensate the services to be rendered in a term of six months.

In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2023, up to May 15, 2023 that the unaudited condensed consolidated financial statements were available to be issued.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to AGBA Group Holding Limited. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section included in our 2022 Annual Report filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Business 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:

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.

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

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.

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.

Channel		Description
Financial Advisors Business (“FA Business”)		“Focus” is engaged in the distribution of life insurance, asset management, property-casualty and Mandatory Provident Fund products through its teams of independent financial advisors (brokers).

Alternative Distribution Business		A collection of distribution channels, including salaried financial planners targeting HNWI, development teams pursuing corporate partnerships and incubating financial advisors teams.

Digital Business		AGBA Money is a direct-to-consumer digital app that provides various financial products and services to retail customers.

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 March 31, 2023, 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, we continue to expand 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 three months ended March 31, 2023, the Company made $9.7 million from commission in the Distribution Business. The revenue attributed to the Company during the first quarter of 2023 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:-

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 March 31, 2023 include:

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

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

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

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

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

	Carrying amount in US$ thousands ⁽¹⁾
	March 31, 2023		December 31, 2022
Tandem Money Limited		16,399		16,031
CurrencyFair Limited		5,738		5,718
Oscar Health Inc.⁽²⁾		-		2,443
Goxip Inc.		510		513
LC Healthcare Fund I, L.P.		11,379		11,805

Notes:

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

(2)	During the three months ended March 31, 2023, the Company partially sold 993,108 shares of Oscar Health Inc. on Nasdaq Stock Exchange with an average current market price of $4.01 per share, resulting with a realized gain of $1.5 million.

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 centers 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.

Results of Operations

	Three month ended March 31,
	2023			2022			Variance
	(US$ in thousands)						$			%
Revenues:
Interest income:
Loans	$	38		$	61			(23	)		(37.70	)
Total interest income		38			61			(23	)		(37.70	)
Non-interest income:
Commissions		10,016			827			9,189			1,111.12
Recurring service fees		780			948			(168	)		(17.72	)
Total non-interest income		10,796			1,775			9,021			508.23
Total revenues from others		10,834			1,836			8,998			490.09
Non-interest income:
Recurring service fees		239			240			(1	)		0.42
Total revenues from related parties		239			240			(1	)		0.42
Total revenues		11,073			2,076			8,997			433.38
Operating cost and expenses:
Interest expense		(165	)		—			165			N/A
Commission expense		(7,295	)		(701	)		6,594			940.66
Sales and marketing expense		(1,857	)		(240	)		1,617			673.75
Technology expense		(879	)		(134	)		745			555.97
Personnel and benefit expense		(9,605	)		(2,005	)		7,600			379.05
Other general and administrative expenses		(5,856	)		(908	)		4,948			544.93
Total operating cost and expenses		(25,657	)		(3,988	)		21,669			543.36
Loss from operations		(14,584	)		(1,912	)		12,672			662.76
Other income (expense):
Bank interest income		170			8			162			2,025.00
Foreign exchange gain (loss), net		556			(481	)		1,037			215.59
Investment income, net		1,723			2,149			(426	)		(19.82	)
Change in fair value of warrant liabilities		1			—			1			N/A
Change in fair value of forward share purchase liability		(82	)		—			82			N/A
Rental income		59			79			(20	)		(25.32	)
Sundry income		57			129			(72	)		(55.81	)
Total other income, net		2,484			1,884			600			31.85
Loss before income taxes		(12,100	)		(28	)		12,072			43,114.29
Income tax benefit (expense)		27			(419	)		446			106.44
NET LOSS	$	(12,073	)	$	(447	)		11,626			2,600.89

Revenue

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

	Three month ended March 31,
	2023		2022		Variance
	(US$ in thousands)				$			%
Business segment
Distribution Business	$	9,688	$	180		9,508			5,282.22
Platform Business		1,385		1,896		(511	)		(26.95	)
Fintech Business		—		-—		—			—
Healthcare Business		—		—		—			—
TOTAL	$	11,073	$	2,076		8,997			433.38

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:

	Three month ended March 31,
	2023		2022		Variance
	(US$ in thousands)				$		%
By product:
Life insurance	$	8,926	$	145		8,781		6,055.86
Property-casualty insurance		504		1		503		50,300.00
Mandatory provident fund and related revenues		258		34		224		658.82
		9,688		180		9,508		5,282.22

By the type of contracts:
- New and or current year		9,519		70		9,449		13,498.57
- Recurring		169		110		59		53.64
	$	9,688	$	180		9,508		5,282.22

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.

	Three month ended March 31,
	2023		2022		Variance
	(US$ in thousands)				$			%
Commissions	$	340	$	647		(307	)		(47.45	)
Recurring service fees		1,007		1,188		(181	)		(15.24	)
Loans		38		61		(23	)		(37.70	)
	$	1,385	$	1,896		(511	)		(26.95	)

Operating Expenses

Commission Expense

	Three month ended March 31,
	2023		2022		Variance
	(US$ in thousands)				$			%
Business segment
Distribution Business	$	6,912	$	68		6,844			10,064.71
Platform Business		383		633		(250	)		(39.49	)
Fintech Business		—		-—		—			—
Healthcare Business		—		—		—			—
TOTAL	$	7,295	$	701		6,594			940.66

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

	Three month ended March 31,
	2023		2022		*Variance*
	(US$ in thousands)				$		%
Personnel and benefit	$	8,287	$	2,005		6,282		313.32
Share-based compensation to employees		1,318		—		1,318		N/A
Total	$	9,605	$	2,005		7,600		379.05

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

	Three month ended March 31,
	2023		2022		*Variance*
	(US$ in thousands)				$			%
Depreciation	$	101	$	97		4			4.12
Financial data subscription expense		94		130		(36	)		(27.69	)
Legal and professional fees		806		109		697			639.45
Management fee expense		2,200		505		1,695			335.64
Share-based compensation (service related)		2,589		—		2,589			N/A
Other operating expenses		66		67		(1	)		(1.49	)
Total	$	5,856	$	908		4,948			544.93

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

	Three month ended March 31,
	2023			2022		Variance
	(US$ in thousands)					$			%
Realized gain in marketable equity securities	$	1,542		$	—		1,542			N/A
Unrealized gain in marketable equity securities		—			2,149		(2,149	)		(100.00	)
Unrealized loss in non-marketable equity securities		(428	)		—		(428	)		N/A
Dividend income		609			—		609			N/A
Total	$	1,723		$	2,149		(426	)		(19.82	)

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.

Liquidity and Capital Resources

Sources of Liquidity

We have a history of operating losses and negative cash flow. During the three months ended March 31, 2023, we reported a net loss of US$12.1 million and reported a negative operating cash flow of US$10.2 million. As of March 31, 2023, our cash balance was US$3.7 million for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months starting March 31, 2023.

Our ability to continue as a going concern is dependent on our ability to successfully implement our plans. Our management believes that it will be able to continue to grow our revenue base and control expenditures. In parallel, AGBA continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses, and growth strategy. These alternatives include external borrowings, raising funds through public equity, or tapping debt markets. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward. The unaudited condensed consolidated financial statements attached to this Form 10-Q do not include any adjustments that might result from the outcome of these uncertainties.

Future Liquidity

On a recurring basis, the primary future cash needs of the Company will be focused on operating activities, working capital, capital expenditures, investment, regulatory and compliance costs. The ability of the Company to fund these needs will depend, in part, on its ability to generate or raise cash in the future, which is subject to general economic, financial, competitive, regulatory, and other factors that are beyond its control.

The ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets. Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising. Our management expects that the primary cash requirements in 2023 will be to fund capital expenditures for (i) expansion of the Distribution Business and (ii) Platform Business.

If our sources of liquidity need to be augmented, additional cash requirements would likely need to be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms, or at all, in the future.

We expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses. Based upon our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q. However, these forecasts involve risks and uncertainties, and actual results could vary materially.

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our brand, and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financings. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

Cash Flows

As of March 31, 2023, we had cash and cash equivalents totalling US$3.7 million, and US$45.0 million in restricted cash.

As of December 31, 2022, we had cash and cash equivalents totalling US$6.4 million, and US$44.8 million in restricted cash.

The following table summarizes our cash flows for the periods presented:

	Three month ended March 31,
	2023			2022
	(US$ in thousands)
Net cash (used in) provided by operating activities	$	(10,197	)	$	1,331
Net cash provided by (used in) investing activities		3,989			(6,853	)
Net cash provided by (used in) financing activities		3,468			(14,525	)
Effect on exchange rate change on cash and cash equivalents		82			(100	)
Net change in cash, cash equivalents and restricted cash		(2,658	)		(20,147	)
Cash, cash equivalents and restricted cash, at the beginning		51,294			73,081
Cash, cash equivalents and restricted cash, at the end		48,636			52,934
Representing as:
Cash and cash equivalents		3,654			16,721
Restricted cash – forward share purchase agreement		15,519			—
Restricted cash – fund held in escrow		29,463			36,213
	$	48,636		$	52,934

The following table sets forth a summary of our working capital:

	March 31, 2023			December 31, 2022			Variance
	(US$ in thousands)						$			%
Total Current Assets	$	54,245		$	55,756			(1,511	)		(2.71	)
Total Current Liabilities		94,765			97,021			(2,256	)		(2.33	)
Working Deficit		(40,520	)		(41,265	)		(745	)		(1.81	)

Working Deficit

The working deficit as of March 31, 2023 and December 31, 2022 was amounted to approximately US$40.52 million and US$41.27 million, respectively, a decline of US$0.7 million or 1.81%.

Cash Flows from Operating Activities

Net cash used in operating activities was US$10.2 million for the three months ended March 31, 2023, as compared to net cash provided by operating activities of US$1.3 million for the three months ended March 31, 2022.

Net cash used in operating activities for the three months ended March 31, 2023 was primarily the result of the net loss of US$12.1 million, an increase in accounts receivable of US$0.5 million, increase in deposit, prepayments, and other receivables of US$0.5 million, decrease in escrow liabilities of US$0.02 million and decrease in income tax payable of US$0.2 million. These amounts were partially offset by the decrease in loans receivables of US$0.1 million, increase in accounts payable and accrued liabilities of US$1.2 million, and non-cash adjustments consisting of share-based compensation expense of US$3.9 million, depreciation of property and equipment of US$0.1 million, net foreign exchange gain of US$0.6 million, net investment income of US$1.7 million, and change in fair value of forward share purchase liability of US$0.08 million.

Net cash provided by operating activities for the three months ended March 31, 2022 was primarily the result of the net loss of US$0.4 million, a decrease in loans receivable of US$2.3 million, and an increase in escrow liabilities of US$1.7 million. These amounts were partially offset by the increase in accounts receivable of US$0.04 million, deposits, prepayments, and other receivable of US$0.06 million, decrease in accounts payable and accrued liabilities of US$1.0 million, and non-cash adjustments consisting of unrealized investment income of US$2.1 million, net foreign exchange loss of US$0.5 million, and depreciation of property and equipment of US$0.1 million.

Cash Flows from Investing Activities

Net cash provided by investing activities for the three months ended March 31, 2023 of US$4.0 million was primarily due to proceeds from sale of investments of US$4.0 million, dividend received from long-term investments of US$0.6 million, offset by the purchase of notes receivable of US$0.6 million.

Net cash used in investing activities for the three months ended March 31, 2022 of US$6.9 million was primarily due to proceeds from sale of investments of US$1.9 million, offset by the purchase of property and equipment of US$0.9 million, and payment of earnest deposit of US$7.8 million for the purchase of an office premise from the shareholder.

Cash Flows from Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2023 of US$3.5 million was primarily due to advances from the shareholder of US$1.7 million and proceeds from borrowings of US$1.8 million..

Net cash used in financing activities for the three months ended March 31, 2022 of US$14.5 million was primarily due to advances from the shareholder of US$2.9 million, offset by the dividend distribution of US$17.4 million to the shareholder.

Liquidity and Going Concern

Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The management of the Company estimates that currently available cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date that these unaudited condensed consolidated financial statements were made available to be issued.

For the three months ended March 31, 2023, we reported a net loss of approximately US$12.1 million. With a significant increase in our operating costs, described in the paragraph below, we had an accumulated deficit of approximately US$51.5 million as of March 31, 2023.

However, coupled with its business expansion, we reported significant sales growth with total revenue of approximately US$11.1 million for the three months ended March 31, 2023 (2022: US$2.1 million), and resulted with an operating loss of approximately US$14.6 million (2022: US$1.9 million). We expect to continue our business growth, while closely monitoring our future spending.

Our ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans. Our management team believes that we will be able to continue to grow our revenue base and control our expenditures. In parallel, our management team will continually monitor our capital structure and operating plans and evaluate various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses and growth strategy.

We intend to raise additional capital through private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable, or will be sufficient to enable us to fully complete its development activities or sustain operations. If we are unable to raise sufficient additional funds, we will have to develop and implement a plan to further extend payables, reduce overhead, or scale back our current business plan until sufficient additional capital is raised to support further operations. There can be no assurance that such a plan will be successful.

Capital Commitments

Notes Receivable Agreement — Pursuant to the Agreements, subject to demand, the Company is committed to subscribe the notes of CurrencyFair Limited with an aggregate amount of $1,673,525, in batches, which are payable on or before January 31, 2024. As of March 31, 2023, the remaining committed subscription amount was $1,084,439.

Capital Contribution in LC Healthcare Fund I, L.P. — As of March 31, 2023, the remaining committed capital amount in LC Healthcare Fund I, L.P. was $331,432.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

We have not engaged in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Stock Repurchase Program

On April 18, 2023, our Board of Directors approved the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”). Under the 2023 Share Repurchase Program, we are authorized to re-purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term of one year, no later than April 18, 2024.

Critical Accounting Policies, Judgements and Estimates

The preparation of financial statements in conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed consolidated financial statements. Actual results could differ from those estimates. There have been no material changes to our critical accounting policies and estimates as reported in our 2022 Annual Report.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

As at March 31, 2023, the Company involved with various legal proceedings:-

Action Case: HCA702/2018 On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff. This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff. On February 28, 2023, the Court granted leave for this action be set down for trial of 13 days, which the period has yet to be fixed. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

Action Case: HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $1.67 million (equal to HK$13 million). The Company previously made $0.84 million as contingency loss for the year ended December 31, 2021. Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or any further potential loss, if any.

ITEM 1A. RISK FACTORS.

As smaller reporting company we are not required to make disclosures under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuance of Shares to Apex Twinkle Limited

On March 21, 2023, AGBA and Apex Twinkle Limited entered into an amendment to referral agreement dated as of May 7, 2020, pursuant to which AGBA agreed to pay $4,000,000 payable in the form of 2,173,913 ordinary shares of AGBA that assumes a share price of $1.84 per AGBA Ordinary Share, based on a 5-day weighted-average price of the AGBA Ordinary Shares. AGBA, accordingly issued 2,173,913 ordinary shares to Apex Twinkle Limited.

Issuer Purchases of Equity Securities

The Company approved a share repurchase program on April 18, 2023 authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term of one year, expiry in April 2024.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Not applicable.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Inline XBRL Instance Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.
**	Furnished.

SIGNATURES

Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	AGBA GROUP HOLDING LIMITED

Date: May 15, 2023	By:	/s/ Ng Wing Fai
	Name:	Ng Wing Fai
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: May 15, 2023	By:	/s/ Shu Pei Huang, Desmond
	Name:	Shu Pei Huang, Desmond
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

iso4217:USD xbrli:shares

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Triller (ILLR) 10-Q2023 Q1 Quarterly report

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