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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 AGBA Group Holding Ltd. 10-K 12/31/23 145:11M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.09M 2: EX-21.1 Subsidiaries of the Registrant HTML 51K 3: EX-23.1 Consent of Wwc, P.C HTML 39K 4: EX-26 Purchases of Equity Securities by the Issuer and HTML 40K Affiliated Purchasers 9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 51K Awarded Compensation 5: EX-31.1 Certification -- §302 - SOA'02 HTML 44K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 44K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 40K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 40K 15: R1 Cover HTML 123K 16: R2 Audit Information HTML 44K 17: R3 Consolidated Balance Sheets HTML 177K 18: R4 Consolidated Balance Sheets (Parentheticals) HTML 49K 19: R5 Consolidated Statements of Operations and HTML 144K Comprehensive Loss 20: R6 Consolidated Statements of Operations and HTML 47K Comprehensive Loss (Parentheticals) 21: R7 Consolidated Statements of Changes in HTML 129K Shareholders? Equity 22: R8 Consolidated Statements of Cash Flows HTML 182K 23: R9 Nature of Business and Basis of Presentation HTML 65K 24: R10 Restatement of Previously Issued Consolidated HTML 52K Financial Statements 25: R11 Summary of Significant Accounting Policies HTML 161K 26: R12 Liquidity and Going Concern Consideration HTML 45K 27: R13 Reverse Recapitalization with AGBA Acquisition HTML 48K Limited 28: R14 Restricted Cash HTML 44K 29: R15 Accounts Receivable, Net HTML 49K 30: R16 Loans Receivable, Net HTML 52K 31: R17 Notes Receivable, Net HTML 45K 32: R18 Deposit, Prepayments and Other Receivables , Net HTML 48K 33: R19 Long-Term Investments, Net HTML 69K 34: R20 Property and Equipment, Net HTML 47K 35: R21 Borrowings HTML 45K 36: R22 Forward Share Purchase Liability (?Fsp Liability?) HTML 43K 37: R23 Lease HTML 50K 38: R24 Warrant Liabilities HTML 45K 39: R25 Shareholders? Equity HTML 73K 40: R26 Operating Expenses HTML 45K 41: R27 Net Loss Per Share HTML 52K 42: R28 Income Tax Expense HTML 66K 43: R29 Segment Information HTML 80K 44: R30 Related Party Balances and Transactions HTML 61K 45: R31 Risk and Uncertainties HTML 55K 46: R32 Commitments and Contingencies HTML 49K 47: R33 Subsequent Events HTML 44K 48: R34 Parent Only Financial Information HTML 88K 49: R35 Pay vs Performance Disclosure HTML 51K 50: R36 Insider Trading Arrangements HTML 45K 51: R37 Accounting Policies, by Policy (Policies) HTML 235K 52: R38 Nature of Business and Basis of Presentation HTML 61K (Tables) 53: R39 Restatement of Previously Issued Consolidated HTML 50K Financial Statements (Tables) 54: R40 Summary of Significant Accounting Policies HTML 98K (Tables) 55: R41 Accounts Receivable, Net (Tables) HTML 49K 56: R42 Loans Receivable, Net (Tables) HTML 53K 57: R43 Notes Receivable, Net (Tables) HTML 44K 58: R44 Deposit, Prepayments and Other Receivables , Net HTML 51K (Tables) 59: R45 Long-Term Investments, Net (Tables) HTML 70K 60: R46 Property and Equipment, Net (Tables) HTML 45K 61: R47 Borrowings (Tables) HTML 42K 62: R48 Forward Share Purchase Liability (?Fsp Liability?) HTML 43K (Tables) 63: R49 Lease (Tables) HTML 51K 64: R50 Warrant Liabilities (Tables) HTML 45K 65: R51 Shareholders? Equity (Tables) HTML 47K 66: R52 Net Loss Per Share (Tables) HTML 52K 67: R53 Income Tax Expense (Tables) HTML 65K 68: R54 Segment Information (Tables) HTML 77K 69: R55 Related Party Balances and Transactions (Tables) HTML 57K 70: R56 Risk and Uncertainties (Tables) HTML 50K 71: R57 Parent Only Financial Information (Tables) HTML 91K 72: R58 Nature of Business and Basis of Presentation HTML 42K (Details) 73: R59 Nature of Business and Basis of Presentation HTML 96K (Details) - Schedule of Consolidated Financial Statements Reflect the Activities 74: R60 Restatement of Previously Issued Consolidated HTML 65K Financial Statements (Details) 75: R61 Restatement of Previously Issued Consolidated HTML 76K Financial Statements (Details) - Schedule of Summary of Restatement - Consolidated Balance Sheet 76: R62 Restatement of Previously Issued Consolidated HTML 50K Financial Statements (Details) - Schedule of Summary of Restatement - Consolidated Statement of Changes in Stockholders? Equity 77: R63 Summary of Significant Accounting Policies HTML 55K (Details) 78: R64 Summary of Significant Accounting Policies HTML 45K (Details) - Schedule of Exchange Rates 79: R65 Summary of Significant Accounting Policies HTML 50K (Details) - Schedule of Estimated Residual Values 80: R66 Summary of Significant Accounting Policies HTML 62K (Details) - Schedule of Revenue Streams by Segments 81: R67 Summary of Significant Accounting Policies HTML 65K (Details) - Schedule of Operating Segments 82: R68 Summary of Significant Accounting Policies HTML 59K (Details) - Schedule of Fair Value Hierarchy of the Valuation Techniques 83: R69 Liquidity and Going Concern Consideration HTML 84K (Details) 84: R70 Reverse Recapitalization with AGBA Acquisition HTML 93K Limited (Details) 85: R71 Restricted Cash (Details) HTML 55K 86: R72 Accounts Receivable, Net (Details) HTML 41K 87: R73 Accounts Receivable, Net (Details) - Schedule of HTML 52K Accounts Receivable, Net 88: R74 Accounts Receivable, Net (Details) - Schedule of HTML 47K Allowance for Expected Credit Losses 89: R75 Loans Receivable, Net (Details) HTML 58K 90: R76 Loans Receivable, Net (Details) - Schedule of HTML 52K Loans Receivable, Net 91: R77 Loans Receivable, Net (Details) - Schedule of HTML 53K Allowance for Expected Credit Losses 92: R78 Notes Receivable, Net (Details) HTML 52K 93: R79 Notes Receivable, Net (Details) - Schedule of HTML 50K Allowance for Expected Credit Losses 94: R80 Deposit, Prepayments and Other Receivables , Net HTML 42K (Details) 95: R81 Deposit, Prepayments and Other Receivables , Net HTML 56K (Details) - Schedule of Deposit, Prepayment and Other Receivables, Net 96: R82 Deposit, Prepayments and Other Receivables , Net HTML 50K (Details) - Schedule of Allowance for Expected Credit Losses 97: R83 Long-Term Investments, Net (Details) HTML 67K 98: R84 Long-Term Investments, Net (Details) - Schedule of HTML 62K Long-Term Investments 99: R85 Long-Term Investments, Net (Details) - Schedule of HTML 51K Changes in Fair Value of Non-Market Equity Securities 100: R86 Long-Term Investments, Net (Details) - Schedule of HTML 45K Cumulative Unrealized Gains and Losses 101: R87 Long-Term Investments, Net (Details) - Schedule of HTML 56K Investment Loss (Income), Net 102: R88 Property and Equipment, Net (Details) HTML 45K 103: R89 Property and Equipment, Net (Details) - Schedule HTML 56K of Property and Equipment 104: R90 Borrowings (Details) HTML 49K 105: R91 Borrowings (Details) - Schedule of Borrowings HTML 45K 106: R92 Forward Share Purchase Liability (?Fsp Liability?) HTML 44K (Details) 107: R93 Forward Share Purchase Liability (?Fsp Liability?) HTML 51K (Details) - Schedule of Level 3 Fair Value Measurement of the FSP Liability 108: R94 Lease (Details) HTML 48K 109: R95 Lease (Details) - Schedule of Supplemental Balance HTML 50K Sheet Information Related to Operating Lease 110: R96 Lease (Details) - Schedule of Other Supplemental HTML 43K Information 111: R97 Lease (Details) - Schedule of Maturities of HTML 58K Operating Lease Liabilities 112: R98 Warrant Liabilities (Details) HTML 57K 113: R99 Warrant Liabilities (Details) - Schedule of HTML 52K Binominal Pricing Model Measurement 114: R100 Shareholders? Equity (Details) HTML 222K 115: R101 Shareholders? Equity (Details) - Schedule of HTML 69K Activities for the Company?s RSUs 116: R102 Operating Expenses (Details) HTML 53K 117: R103 Net Loss Per Share (Details) - Schedule of HTML 54K Potential Dilutive Securities are Anti-Dilutive 118: R104 Net Loss Per Share (Details) - Schedule of HTML 47K Potential Dilutive Securities are Anti-Dilutive (Parentheticals) 119: R105 Net Loss Per Share (Details) - Schedule of HTML 55K Potentially Dilutive Securities Outstanding 120: R106 Net Loss Per Share (Details) - Schedule of HTML 40K Potentially Dilutive Securities Outstanding (Parentheticals) 121: R107 Income Tax Expense (Details) HTML 55K 122: R108 Income Tax Expense (Details) - Schedule of HTML 49K Provision for Income Expense 123: R109 Income Tax Expense (Details) - Schedule of HTML 64K Effective Income Tax Rate Based on Loss Before Income Tax Expense 124: R110 Income Tax Expense (Details) - Schedule of HTML 51K Deferred Tax Liabilities and Assets 125: R111 Income Tax Expense (Details) - Schedule of HTML 43K Movement of Valuation Allowance 126: R112 Segment Information (Details) HTML 41K 127: R113 Segment Information (Details) - Schedule of HTML 61K Business Segments Comprised 128: R114 Segment Information (Details) - Schedule of HTML 77K Information by Segment 129: R115 Related Party Balances and Transactions (Details) HTML 59K 130: R116 Related Party Balances and Transactions (Details) HTML 51K - Schedule of Related Party Balances 131: R117 Related Party Balances and Transactions (Details) HTML 63K - Schedule of Ordinary Course of Business 132: R118 Risk and Uncertainties (Details) HTML 52K 133: R119 Risk and Uncertainties (Details) - Schedule of HTML 60K Revenue and Outstanding Receivable 134: R120 Risk and Uncertainties (Details) - Schedule of HTML 46K Loans Receivables 135: R121 Commitments and Contingencies (Details) HTML 72K 136: R122 Subsequent Events (Details) HTML 53K 137: R123 Parent Only Financial Information (Details) - HTML 137K Schedule of Condensed Balance Sheets 138: R124 Parent Only Financial Information (Details) - HTML 51K Schedule of Condensed Balance Sheets (Parentheticals) 139: R125 Parent Only Financial Information (Details) - HTML 80K Schedule of Condensed Statements of Operations 140: R126 Parent Only Financial Information (Details) - HTML 95K Schedule of Condensed Statement of Cash Flows 142: XML IDEA XML File -- Filing Summary XML 285K 145: XML XBRL Instance -- ea0202484-10k_agba_htm XML 2.22M 141: EXCEL IDEA Workbook of Financial Report Info XLSX 278K 11: EX-101.CAL XBRL Calculations -- agba-20231231_cal XML 200K 12: EX-101.DEF XBRL Definitions -- agba-20231231_def XML 1.45M 13: EX-101.LAB XBRL Labels -- agba-20231231_lab XML 2.43M 14: EX-101.PRE XBRL Presentations -- agba-20231231_pre XML 1.38M 10: EX-101.SCH XBRL Schema -- agba-20231231 XSD 441K 143: JSON XBRL Instance as JSON Data -- MetaLinks 759± 1.10M 144: ZIP XBRL Zipped Folder -- 0001213900-24-027225-xbrl Zip 553K
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Wing Fai NG, certify that: |
1. | I have reviewed this Annual Report on Form 10-K of AGBA Group Holding Limited; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: March 28, 2024
By: | /s/ Wing Fai NG | |
Name: | Wing Fai NG | |
Title: | Group Chief Executive Officer and Executive Director | |
(Principal Executive Officer) |
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 3/28/24 | 10-Q/A, 8-K | ||
For Period end: | 12/31/23 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/03/24 AGBA Group Holding Ltd. 8-K:5,9 12/28/23 12:266K EdgarAgents LLC/FA 4/03/23 AGBA Group Holding Ltd. 10-K 12/31/22 121:9.4M EdgarAgents LLC/FA 11/18/22 AGBA Group Holding Ltd. 8-K:1,2,3,511/14/22 25:2.9M EdgarAgents LLC/FA 5/17/19 AGBA Group Holding Ltd. 8-K:1,3,9 5/14/19 9:1.3M S2 Filings LLC/FA |