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

___________________

SCHEDULE 14A

___________________

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

(Amendment No. 6)

Check the appropriate box:

AGBA ACQUISITION LIMITED
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT DATED SEPTEMBER 22, 2022 — SUBJECT TO COMPLETION

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF AGBA ACQUISITION LIMITED,
WHICH WILL BE RENAMED “AGBA GROUP HOLDING LIMITED”
IN CONNECTION WITH THE BUSINESS COMBINATION DESCRIBED HEREIN

AGBA ACQUISITION LIMITED
Room 1108, 11th Floor, Block B
New Mandarin Plaza, 14 Science Museum Road
Tsimshatsui East, Kowloon, Hong Kong

Dear Shareholders:

You are cordially invited to attend the extraordinary general meeting of the shareholders of AGBA Acquisition Limited (“AGBA”, “we”, “our”, or “us”), which will be held at [•] at [•] a.m., Eastern Time, on [•], 2022. The extraordinary general meeting will be a virtual meeting via live webcast. Shareholders will NOT be able to attend the extraordinary general meeting in-person. You will be able to attend the extraordinary general meeting and vote and submit questions during the extraordinary general meeting via the live webcast by visiting [•]. This proxy statement includes additional instructions on how to access the extraordinary general meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

The board of directors of AGBA Acquisition Limited, a BVI company (“AGBA”), has unanimously approved the transactions (collectively, the “Business Combination”) contemplated by that certain Business Combination Agreement, dated November 3, 2021, as amended on November 18, 2021, January 4, 2022, and May 4, 2022, and as may be further amended, supplemented or otherwise modified from time to time, (the “Business Combination Agreement”), by and among AGBA, TAG Holdings Limited (“TAG”), and the other parties thereto, a copy of which is attached to this proxy statement as Annex A, Annex A-1, Annex A-2, and Annex A-3. On behalf of the board of directors of AGBA, we are pleased to enclose the proxy statement relating to the proposed acquisition of OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), and their collective subsidiaries, and such other transactions contemplated by the Business Combination Agreement (OPH and Fintech together, prior to the OPH Merger, and B2B and Fintech together, after the OPH Merger, in each case including such entities’ respective subsidiaries, being the “TAG Business”).

TAG is a British Virgin Islands incorporated holding company that does not conduct any material business operations. After the Business Combination, AGBA Group Holding Limited (the “Post-Combination Company”) will also be a British Virgin Islands incorporated holding company that does not conduct any material business operations. The TAG Business’s operations are, and will be, conducted by its Hong Kong-based operating subsidiaries. This offshore holding company structure may present certain risks to shareholders as described further in the section titled “Risk Factors — Risk Factors Relating to the Business Combination” beginning on page 96 of this proxy statement. Please also refer to the organization chart set out on pages 31, 33 and 117 of this proxy statement for further information on the TAG Business’s holding company structure both before and after the Business Combination.

On May 20, 2020, the U.S. Senate passed the HFCA Act that requires a foreign company to certify it is not owned or controlled by a foreign government if the Public Company Accounting Oversight Board (“PCAOB”) is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act, and on December 18, 2020, the HFCA Act was signed into law. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act. The bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years. As a result, the time period before the Post-Combination Company’s securities may be prohibited from trading or delisted will be reduced. On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the HFCA Act. The PCAOB has stated that currently it is unable to fully inspect or investigate registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. On December 16, 2021, the PCAOB issued a Determination Report finding that the PCAOB is unable to inspect or investigate with sufficient completeness registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. The management of the TAG Business believes that this determination does not impact the TAG Business, as the auditor of both AGBA and the TAG Business, Friedman LLP,

(i) is headquartered in New York, U.S.A., (ii) is an independent registered public accounting firm with the PCAOB, and (iii) has been inspected by the PCAOB on a regular basis. The management of the TAG Business, therefore, believes that Friedman LLP is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors. Friedman LLP is not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCAA Determination Report under PCAOB Rule 6100. On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with. If notwithstanding this new framework, the PCAOB was unable to fully inspect Friedman LLP (or any other auditor of the Post-Combination Company) in the future, the Post-Combination Company’s securities could be subject to certain consequences under the Holding Foreign Companies Accountable Act, including being delisted or prohibited from being traded “over-the-counter” which could have an adverse impact on the business and prospects of the Post-Combination Company. See “Risk Factors — Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC — The securities of the Post-Combination Company may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act (and the Accelerating Holding Foreign Companies Accountable Act, if passed into law) if the PCAOB were unable to fully inspect the company’s auditor.”

OPH, a holding company incorporated in Hong Kong, is a direct wholly-owned subsidiary of TAG engaged in the operation of business-to-business or “B2B” and business-to-consumer or “B2C” financial services in each case through its subsidiary entities in Hong Kong. OPH’s subsidiary entities operate, respectively, insurance brokerage services (through OnePlatform Wealth Management Limited), asset management services (through OnePlatform Asset Management Limited and Kerberos (Nominee) Limited), property brokerage services (through OnePlatform International Property Limited) and money lending (through Maxthree Limited, OnePlatform Credit Limited, Trendy Reach Holdings Limited, Profit Vision Limited and Hong Kong Credit Corporation Limited). Fintech, a British Virgin Islands holding company, is a direct wholly-owned subsidiary of TAG engaged, through its subsidiaries, in financial technology or “fintech” businesses. It currently holds minority interests in several fintech investments through its wholly-owned subsidiary TAG Technologies Limited. Tandem Fintech Limited, another wholly-owned subsidiary of Fintech, operates a health and wealth digital platform. Please refer to the section of this proxy statement titled “Information About the TAG Business” for further information. B2B, B2BSub, and HKSub are newly formed companies incorporated for the purpose of effecting the acquisition mergers of OPH and Fintech contemplated by the Business Combination Agreement. TAG is the beneficial owner of each of OPH, Fintech, B2B, B2BSub, HKSub, and their collective subsidiaries.

Upon the closing of the transactions contemplated in the Business Combination Agreement (the “Closing”): (i) AGBA will become, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of OPH and Fintech, in exchange for 55,500,000 ordinary shares of AGBA, par value US$0.001 per share (the “Aggregate Stock Consideration”); (ii) the governing documents of AGBA will be amended and restated and become the Fifth Amended and Restated Memorandum and Articles of Association as described in this proxy statement; and (iii) AGBA’s name will change to “AGBA Group Holding Limited” which we also refer to as “Post-Combination Company” in this proxy statement.

At the extraordinary general meeting, AGBA shareholders will be asked to consider and vote upon the following proposals:

•        To approve the Business Combination Agreement between AGBA, TAG, OPH, Fintech, and the other parties thereto and the transactions contemplated thereunder, including but not limited to the acquisition by way of merger of all of the issued and outstanding shares of OPH and Fintech from TAG, as provided for in the Business Combination Agreement and the consideration paid to TAG by way of new issue of AGBA ordinary shares in accordance with the Business Combination Agreement, or the “Business Combination.” This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.” A copy of the Business Combination Agreement is attached to this proxy statement as Annex A, Annex A-1, Annex A-2, and Annex A-3.

•        To approve the proposed amendment to the Existing Charter and adopt the Fifth Amended and Restated Memorandum and Articles of Association of AGBA as further described herein, a copy of which is attached to this proxy statement as Annex B. This proposal is referred to as the “Amendment Proposal” or “Proposal No. 2.”

•        To approve, on a non-binding advisory basis, six separate governance proposals relating to certain material differences between the corporate governance provisions of the Existing Charter and those of the Fifth Amended and Restated Memorandum and Articles of Association of AGBA as further described herein, a copy of which is attached to this proxy statement as Annex B. These proposals are collectively referred to as the “Governance Proposals” or “Proposal No. 3.”

•        To approve the issuance of more than 20% of the issued and outstanding AGBA ordinary shares pursuant to the terms of the Business Combination Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 4.”

•        To approve and adopt the AGBA Group Holding Limited Share Award Scheme. This proposal is called the “Share Award Scheme Proposal” or “Proposal No. 5.”

•        To consider a proposal, if put, to approve the adjournment of the extraordinary general meeting in the event AGBA does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal No. 6.”

Proposals No. 1 through No. 6 are collectively referred to as the “Proposals.”

It is anticipated that, upon consummation of the Business Combination, AGBA’s existing shareholders, including the Sponsor (as defined below), will own approximately 8.06% of the issued Post-Combination Company’s ordinary shares, and TAG, prior to its post-Closing distribution of the entire Aggregate Stock Consideration pro rata to its ultimate beneficial shareholders, will own approximately 85.68% of the issued Post-Combination Company’s ordinary shares (comprising 100% of the Aggregate Stock Consideration). These relative percentages assume that (i) none of AGBA’s existing public shareholders exercise their redemption rights, as discussed herein, (ii) there is no exercise or conversion of AGBA Warrants (as defined below), and (iii) all shares held back for indemnification purposes under the Business Combination Agreement (the “Holdback Shares”) will be released to TAG on the last day of the survival period (i.e. six months following the Closing). If any of AGBA’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of AGBA’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement — The Business Combination Proposal” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

Pursuant to the Business Combination Agreement, AGBA and TAG agree that they shall use their reasonable best efforts to cause the Post-Combination Company to receive an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and liabilities, of at least US$35,000,000 (or such greater amount as determined by the parties) in a private placement or other financing to be consummated simultaneously with the Closing (the “PIPE Investment”), and it is a condition precedent to Closing that the Post-Combination Company shall receive an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and liabilities, of at least US$35,000,000 comprised of (i) amounts not redeemed from AGBA’s trust account and (ii) amounts raised in the PIPE Investment. AGBA will file a resale registration statement on Form S-1 to register the resale of the AGBA Shares issued pursuant to the PIPE Investment (the “PIPE Shares”).

On August 29, 2022, as disclosed contemporaneously in a Current Report on Form 8-K, the parties to the Business Combination Agreement entered into a waiver agreement, pursuant to which (i) the parties mutually agreed to waive as a condition to Closing the effectiveness of a registration statement on Form S-1 for the AGBA Shares comprising the Aggregate Stock Consideration; (ii) the parties mutually agreed to waive the requirement that certain employment agreements be executed as a condition to Closing; (iii) the parties mutually agreed to waive the requirement that the lock-up agreements be executed as a condition to Closing, and therefore each person who receives 1% or more of the AGBA Shares comprising the Aggregate Stock Consideration will no longer be required to lock-up those shares for at least 180 days from Closing; and (iv) AGBA agreed to waive the requirement that certain legal opinions be provided by offshore counsel to B2B and Fintech as a condition to Closing.

Accordingly, following Closing, a second phase of the distribution process after the initial distribution at Closing of the Aggregate Stock Consideration to TAG shall involve the Post-Combination Company filing a registration statement on Form S-1 to register the distribution of 100% of the Aggregate Stock Consideration (including the Holdback Shares) from TAG to its ultimate beneficial shareholders. To effectuate this distribution, TAG will work with its ultimate parent company, Convoy Global, to identify and distribute the Aggregate Stock Consideration (including the Holdback Shares) to those ultimate beneficial shareholders. Finally, a third phase will follow that distribution whereby the

Post-Combination Company shall file a resale registration statement on Form S-1 to register the resale by the ultimate beneficial shareholders of such AGBA Shares comprising the Aggregate Stock Consideration (including the Holdback Shares) as necessary to enable all of TAG’s ultimate beneficial shareholders to hold freely tradeable shares.

Only shareholders who held AGBA Shares at the close of business on [•], 2022 will be entitled to vote at the extraordinary general meeting and at any adjournments and postponements thereof. Holders of AGBA Shares will be asked to approve the Business Combination Agreement dated as of November 3, 2021 (as amended) and other related proposals.

Regardless of how many shares you own, your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented at the extraordinary general meeting.

AGBA is a blank check company incorporated on October 8, 2018 as a BVI limited company and incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. AGBA’s units, ordinary shares, rights and warrants are traded on the Nasdaq Capital Market (“Nasdaq”) under the symbols “AGBAU,” “AGBA,” “AGBAR,” and “AGBAW,” respectively. At the Closing, the AGBA rights will automatically convert into shares so that the rights will no longer trade under “AGBAR.” AGBA will apply for listing, to be effective at the time of the Business Combination, of the Aggregate Stock Consideration on Nasdaq under the proposed symbol “AGBA.” It is a condition of the consummation of the Business Combination that the listing application for the Aggregate Stock Consideration shall have been approved by Nasdaq, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by TAG.

The TAG Business is centered in Hong Kong and does not have any operations in mainland China (“China” or the “PRC”). Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which shall be confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong). AGBA and TAG expect that, immediately following the Business Combination, the Post-Combination Company will not have operations in mainland China.

Notwithstanding, the PRC legal system is evolving rapidly, and PRC laws, regulations, and rules may change quickly with little advance notice. As many of these laws, rules, and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation of these laws, rules, and regulations may be inconsistent and they may be subject to inconsistent enforcement. The PRC government has exercised and continues to exercise substantial control over many sectors of the PRC economy, including through regulation and/or state ownership. PRC government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and the businesses which are subject to them.

If certain PRC laws and regulations were to apply to the TAG Business or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of the TAG Business, which, in turn, may cause the value of the Post-Combination Company’s securities to significantly decline or become worthless. For example, if the PRC Data Security Law were to apply to the TAG Business’s Hong Kong-based businesses, the Post-Combination Company could become subject to data security and privacy obligations, including the need to conduct a national security review of data activities that may affect the national security of the PRC, and could be prohibited from providing data stored in Hong Kong to foreign judicial or law enforcement agencies without approval from relevant PRC regulatory authorities. Compliance with such or similar requirements could have a chilling effect on the business, financial condition and results of operations of the Post Combination Company.

As well as these operational risks arising out of the potential application of such PRC laws and regulations to the Post Combination Company, transactional risk may arise if the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “Measures”), which relates to data security and overseas listing of mainland Chinese businesses, were to apply to the TAG Business’s Hong Kong-based businesses. Although, as of the date of this proxy statement, and as advised by TAG’s PRC counsel AnJie Law, the Measures do not apply to the TAG Business, if they did apply, the affected companies could be required to

apply for a cybersecurity review by the Cybersecurity Review Office of the PRC prior to completing the Business Combination and the listing of the Post-Combination Company’s shares on the Nasdaq. See “Risk Factors — Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC” in this proxy statement.

There can be no guarantee that the recent statements or regulatory actions by the relevant organs of the PRC government, including those in relation to the PRC Data Security Law, the Measures, the PRC Personal Information Protection Law and variable interest entities, and the anti-monopoly enforcement actions taken by relevant PRC government authorities, will continue not to apply to the TAG Business, or that the organs of the PRC government will not seek to intervene or influence the operations of the TAG Business at any time in the future. Should certain laws and regulations applicable to PRC companies apply to the TAG Business or its subsidiaries in the future, the TAG Business may become subject to increased control or oversight by PRC government organs, which, depending on the nature of such potential oversight or control or which laws or regulations apply, may have a material adverse impact on the business, financial condition, results of operations, and prospects of the Post-Combination Company, the Post-Combination Company’s ability to accept foreign investments, and the Post-Combination Company’s ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any combination of which may, in turn, cause the value of the Post-Combination Company’s securities to significantly decline or become worthless. Neither AGBA nor TAG can predict the extent of such impact, if any or if at all, if such events were to occur. See “Risk Factors — Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC” for additional information on these risks.

Until recently, neither OPH nor Fintech had previously declared any dividends or made any distributions between it and TAG, it and its subsidiaries, it and any other entities, or it to investors. On January 18, 2022, however, Fintech approved, declared, and distributed a special dividend of US$47 million to TAG. This one-off special dividend distribution was made solely due to the investment gain from the sale of Fintech’s investment in Nutmeg Saving and Investment Limited in September 2021. The dividends were paid by offsetting a receivable due from the Legacy Group and the remaining balance was paid by cash. Please refer to the financial statements of OPH and Fintech including “Note 13 — shareholder’s deficit” at page F-82 for further details. Apart from this one-off special dividend distribution, the management of the TAG Business intends to retain all available funds and future earnings, if any, for operation and business developments and does not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to the TAG Business’s dividend policy will be made at the discretion of the TAG Business’s board of directors after considering the TAG Business’s financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

The entities comprising the TAG Business currently transfer cash through their organization for daily business and operating activities, commercial transactions, and related party transactions on an arms-length basis following appropriate approvals and governance processes. Please refer to the section of this proxy statement entitled “Related Party Transactions — Certain Transactions of the TAG Business” for further details of the TAG Business’s related party transactions. These fund transfers are made in accordance with the TAG Business’s cash management policies and payment policy and procedure, with established delegation and signing authority processes to ensure appropriate corporate approvals are obtained before execution. Other than the distribution of 100% of the Aggregate Stock Consideration pro rata to the ultimate beneficial shareholders of TAG (i.e. shareholders of Convoy Global), pursuant to the terms of the Business Combination Agreement, (see “Proposal No. 1 — The Business Combination Proposal”) the management of the TAG Business anticipates that these practices will continue after the Business Combination. Please refer to the section of this proxy statement titled “Summary of the Proxy Statement — The TAG Business’s Cash Flows and Transfers of Other Assets” for further information.

Investing in the Post-Combination Company’s securities involves a high degree of risk. We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the section entitled “Risk Factors.”

As of June 23, 2022, there was approximately US$38.3 million in AGBA’s trust account. On May 12, 2022, the last sale price of AGBA ordinary shares was US$11.29 per share.

Pursuant to AGBA’s Fourth Amended and Restated Memorandum and Articles of Association, as amended and restated on May 3, 2022 (the “Existing Charter”), AGBA is providing its public shareholders with the opportunity to redeem all or a portion of their shares of AGBA Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in AGBA’s trust account as of two Business Days prior to the consummation of the Business Combination,

including interest, less taxes payable, divided by the number of then outstanding AGBA Shares that were sold as part of the AGBA Units in AGBA’s initial public offering (“IPO”), subject to the limitations described herein. AGBA estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately US$11.39 at the time of the extraordinary general meeting. AGBA’s public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal or do not vote at all. AGBA has no specified maximum redemption threshold under AGBA’s Existing Charter. Holders of outstanding AGBA Warrants and AGBA Rights do not have redemption rights in connection with the Business Combination.

AGBA is providing this proxy statement and accompanying proxy card to its shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the meeting. The Initial Shareholders, who own approximately 29.0% of AGBA Shares as of the Record Date, have agreed to vote all shares they own in favor of the Business Combination Proposal, and intend to vote for each of the other Proposals as well, although there is no agreement in place with respect to voting on those proposals.

On [•], 2022, the record date for the extraordinary general meeting (the “Record Date”), the last sale price of AGBA Shares was US$[•].

Each shareholder’s vote is very important. Whether or not you plan to attend the extraordinary general meeting in person, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the extraordinary general meeting.

The accompanying proxy statement provides shareholders of AGBA with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of AGBA. We encourage you to read the entire accompanying proxy statement, including the Annexes and other documents referred to therein, carefully and in their entirety.

AGBA’s board of directors unanimously recommends that AGBA shareholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Business Combination or otherwise or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

TRADEMARKS

This document contains references to trademarks, trade names, and service marks belonging to other entities. Solely for convenience, trademarks, trade names, and service marks referred to in this proxy statement may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

MARKET AND INDUSTRY DATA

This proxy statement includes industry and market data obtained from periodic industry publications, third-party studies and surveys. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable. Although we believe the industry and market data to be reliable as of the date of this proxy statement, this information could prove to be inaccurate. Industry and market data could be wrong because of the method by which sources obtained their data and because information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. Each publication, study and report speaks as of its original publication date (and not as of the date of this proxy statement). Certain of these publications, studies and reports were published before the COVID-19 pandemic and therefore do not reflect any impact of COVID-19 on any specific market or globally. In addition, we do not know all of the assumptions regarding general economic conditions or growth that were used in preparing the forecasts from the sources relied upon or cited herein. We have not independently verified this third-party information. The industry in which the TAG Business and its subsidiaries operate is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement are subject to change based on various factors, including those described in the sections entitled “Special Note Regarding Forward-Looking Statements” beginning on page 106 of this proxy statement and “Risk Factors” beginning on page 58 of this proxy statement and elsewhere in this proxy statement.

FREQUENTLY USED TERMS

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

•        “AGBA,” “we,” “us” or “our company” means AGBA Acquisition Limited;

•        “AGBA Group Holding Limited” or the “Post-Combination Company” means AGBA following the consummation of the Business Combination;

•        “AGBA Holding” or the “Sponsor” means AGBA Holding Limited;

•        “AGBA Rights” means the rights to receive one-tenth (1/10) of one AGBA Share upon the consummation of an initial business combination by AGBA;

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

•        “AGBA Units” means the units issued in the IPO, consisting of one AGBA Share, one AGBA Warrant, and one AGBA Right;

•        “AGBA Warrants” means the redeemable warrants entitling the holder thereof to purchase one-half of one AGBA Share;

•        “Aggregate Stock Consideration” means the 55,500,000 AGBA Shares, with a deemed price of US$10.00 per share, to be issued to TAG, in its capacity as sole shareholder of B2B and Fintech, in accordance with the terms of the Business Combination Agreement;

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

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

•        “Business Combination” means the transactions contemplated by the Business Combination Agreement;

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

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

•        “BVI” means the British Virgin Islands;

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

•        “CFS” means Convoy Financial Services Limited, a member of the Legacy Group;

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

•        “Closing” means closing of the Business Combination in accordance with the terms of the Business Combination Agreement;

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

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

•        “DTC” means Depository Trust Company;

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

•        “Existing Charter” means AGBA’s Fourth Amended and Restated Memorandum and Articles of Association, as amended and restated on May 3, 2022;

•        “extraordinary general meeting” means the meeting of the shareholders of AGBA that is the subject of this proxy statement;

•        “fintech” means financial technology;

•        “Fintech” means TAG Asia Capital Holdings Limited;

•        “Fifth Amended and Restated Memorandum and Articles of Association” means the Fifth Amended and Restated Memorandum and Articles of Association of AGBA, substantially in the form as set forth at Annex B;

•        “Governance Proposals” means, collectively, Proposals 3A, 3B, 3C, 3D, 3E and 3F of this proxy statement as set forth in the section entitled “Proposal No. 3 — The Governance Proposals”;

•        “Group Parties” means, collectively, B2B, B2BSub, HKSub, OPH, Fintech, and their respective subsidiaries, and each a “Group Party”;

•        “HKCC” means Hong Kong Credit Corporation Limited;

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

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

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

•        “Hong Kong Exchange” or “HKEx” means the Stock Exchange of Hong Kong Limited;

•        “Holdback Shares” means all shares (three percent (3%) of the Aggregate Stock Consideration) held back for indemnification purposes under the Business Combination Agreement;

•        “IFA” means the Legacy Group’s independent financial advisory business, conducted by CFS;

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

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

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

•        “IPO” means the initial public offering of AGBA, completed on May 16, 2019, pursuant to which the AGBA Units were listed on Nasdaq;

•        “Legacy Group” means, prior to the Closing, Convoy Global Holdings Limited and its subsidiaries and affiliates, and after the Closing, Convoy Global Holdings Limited and its subsidiaries and affiliates, excluding the TAG Business, its subsidiaries, B2B, B2BSub, and HKSub;

•        “Merger Sub I” means AGBA Merger Sub I Limited, a BVI business company and wholly-owned subsidiary of AGBA;

•        “Merger Sub II” means AGBA Merger Sub II Limited, a BVI business company and wholly-owned subsidiary of AGBA;

•        “Merger Subs” means, together Merger Sub I and Merger Sub II;

•        “Nasdaq” means the Nasdaq Capital Market;

•        “OAM” means OnePlatform Asset Management Limited;

•        “OIP” means OnePlatform International Property Limited;

•        “OPH” means, as the context requires, OnePlatform Holdings Limited prior to the OPH Merger, and, with respect to the entities that comprise the TAG Business, B2B following the OPH Merger;

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR AGBA SHAREHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to AGBA’s shareholders. Shareholders should read this proxy statement, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the extraordinary general meeting, which will be held virtually at 10:00 a.m. Eastern Time on [•], 2022. If you hold your shares through a bank, broker, or other nominee, you will need to take additional steps to participate in the meeting, as described in this proxy statement.

Q:     Why am I receiving this proxy statement?

A:     AGBA Acquisition Limited, a BVI business company, or “AGBA,” TAG International Limited, a BVI business company, or “B2B,” TAG Asset Partners Limited, a BVI business company, or “B2BSub,” OnePlatform International Limited, a Hong Kong company, or “HKSub”, OnePlatform Holdings Limited, a Hong Kong company, or “OPH”, TAG Asia Capital Holdings Limited, a BVI business company, or “Fintech,” and TAG Holdings Limited, a BVI business company, or “TAG”, have agreed to a business combination under the terms of a business combination agreement, dated as of November 3, 2021, as amended on November 18, 2021, January 4, 2022, and May 4, 2022, and as may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”, and the other related proposals. The consummation of the transactions contemplated by the Business Combination Agreement relating to the business combination with the TAG Business are referred to as the Business Combination and the proposal to approve the Business Combination is referred to as the Business Combination Proposal. The Business Combination Agreement is attached to this proxy statement as Annex A, Annex A-1, Annex A-2, and Annex A-3 and is incorporated into this proxy statement by reference. You are encouraged to read this proxy statement, including the section titled “Risk Factors” and all the Annexes hereto. See the section titled “Proposal No. 1 — The Business Combination Proposal” for more information.

AGBA shareholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement pursuant to which AGBA will become, through an acquisition merger, the beneficial owner of all of the issued and outstanding shares and other equity interests of the TAG Business from TAG, and related proposals.

The units that were issued in AGBA’s initial public offering, or the “AGBA Units”, each consist of one ordinary share of AGBA, US$0.001 par value per share, or the “AGBA Shares”, one redeemable warrant, each redeemable warrant entitling the holder thereof to purchase one-half of one AGBA Share, or the “AGBA Warrants”, and one right to receive one-tenth (1/10) of one AGBA Share upon the consummation of an initial business combination, or the “AGBA Rights”. AGBA shareholders (except for Initial Shareholders or officers or directors of AGBA) will be entitled to redeem their AGBA Shares for a pro rata share of the trust account (currently anticipated to be no less than approximately US$11.39 per share for shareholders) net of taxes payable. The AGBA Units, AGBA Shares, AGBA Warrants, and AGBA Rights are currently listed on Nasdaq.

The provisions of the Fifth Amended and Restated Memorandum and Articles of Association will differ in certain material respects from the Existing Charter. Please see “What amendments will be made to the current constitutional documents of AGBA?” below.

This proxy statement contains important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting of AGBA shareholders. You should read it carefully.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its Annexes.

Q:     What is being voted on?

A:     Below are the proposals on which AGBA shareholders are being asked to vote:

•        To approve the Business Combination Agreement and the transactions contemplated thereunder, including but not limited to the acquisition by way of merger of all of the issued and outstanding shares of each of OPH and Fintech from TAG, as provided for in the Business Combination Agreement, and the consideration

paid to TAG by way of new issue of ordinary shares in accordance with the Business Combination Agreement, or the “Business Combination.” The Business Combination Agreement is attached to this proxy statement as Annex A, Annex A-1, Annex A-2, and Annex A-3. This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

•        To approve the proposed amendment to the Existing Charter and adopt the Fifth Amended and Restated Memorandum and Articles of Association of AGBA as further described herein, a copy of which is attached to this proxy statement as Annex B. This proposal is referred to as the “Amendment Proposal” or “Proposal No. 2.”

•        To approve, on a non-binding advisory basis, six separate governance proposals relating to certain material differences between the corporate governance provisions of the Existing Charter and those of the Fifth Amended and Restated Memorandum and Articles of Association of AGBA as further described herein, a copy of which is attached to this proxy statement as Annex B. These proposals are collectively referred to as the “Governance Proposals” or “Proposal No. 3.”

•        To approve the issuance of more than 20% of the issued and outstanding AGBA ordinary shares pursuant to the terms of the Business Combination Agreement, as required by Nasdaq Listing Rules 5635(a), (b), and (d). This proposal is referred to as the “Nasdaq Proposal” or “Proposal No. 4.”

•        To approve and adopt the Share Award Scheme (the form of which is attached to this proxy statement as Annex C). This proposal is called the “Share Award Scheme Proposal” or “Proposal No. 5.”

•        To consider a proposal, if put, to approve the adjournment of the extraordinary general meeting in the event AGBA does not receive the requisite shareholder vote to approve the Business Combination. This proposal is called the “Business Combination Adjournment Proposal” or “Proposal No. 6.”

Proposals No. 1 through No. 6 are collectively referred to as the “Proposals.”

If our shareholders do not approve each of the Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. For more information, please see “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Amendment Proposal,” “Proposal No. 3 — The Governance Proposals” “Proposal No. 4 — The Nasdaq Proposal,” “Proposal No. 5 — The Share Award Scheme Proposal”, and “Proposal No. 6 — The Business Combination Adjournment Proposal.”

AGBA will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of AGBA should read it carefully.

After careful consideration, the AGBA board has determined that the Business Combination Proposal, the Amendment Proposal, the Governance Proposals, the Nasdaq Proposal, the Share Award Scheme Proposal, and the Business Combination Adjournment Proposal are in the best interests of AGBA and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of AGBA’s directors may result in conflicts of interest on the part of such director(s) between what he, she or they may believe is in the best interests of AGBA and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, AGBA’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of AGBA’s Directors and Executive Officers in the Business Combination” for a further discussion of these considerations.

Q:     Why is AGBA proposing the Business Combination?

A.     AGBA was organized to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, with one or more businesses or entities.

Based on its due diligence investigations of the TAG Business, its subsidiaries, and the industry in which they operate, including the financial and other information provided by TAG in the course of AGBA’s due diligence investigations, the AGBA board of directors believes that the Business Combination with AGBA is in the best interests of AGBA and its shareholders and presents an opportunity to increase shareholder value. However, there is no assurance of this. See “Proposal No. 1 — The Business Combination Proposal — AGBA’s Board of Directors’ Reasons for the Approval of the Business Combination” for additional information. Although AGBA’s board of directors believes that the Business Combination with the TAG Business presents a unique business combination opportunity and is in the best interests of AGBA and its shareholders, the board of directors did consider the following potentially material negative factors in arriving at that conclusion:

•        Macroeconomic Risks.    Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects they could have on the combined company’s revenues.

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe.

•        Growth Initiatives May Not be Achieved.    The risk that the growth initiatives may not be fully achieved or may not be achieved within the expected timeframe.

•        No Third-Party Valuation.    The risk that AGBA did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

•        Liquidation of AGBA.    The risks and costs to AGBA if the Business Combination is not completed, including the risk of diverting our officer’s and directors’ focus and resources from other business combination opportunities, which could result in AGBA being unable to effect a business combination by November 16, 2022, forcing AGBA to liquidate and the warrants to expire worthless.

•        Closing Conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within AGBA’s control.

•        Regulatory Approval.    The fact that completion of the Business Combination is conditioned on obtaining regulatory approvals (both foreign and domestic), including SEC review and approval of this proxy statement, that are not within AGBA’s control and can take a significant amount of time to obtain, which provides the parties with the ability to extend closing and delay the consummation of the transactions contemplated by the Business Combination until certain of such approvals have been obtained.

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Other Risks.    Various other risks associated with the Business Combination, the business of AGBA, and the business of the TAG Business described under the section of this proxy statement entitled “Risk Factors”.

In addition to considering the various foregoing factors, the AGBA board also considered:

•        Interests of Certain Persons.    The Sponsor and certain officers and directors of AGBA may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of AGBA’s shareholders (see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). AGBA’s independent directors on the AGBA audit committee reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the AGBA audit committee, the Business Combination Agreement, and the transactions contemplated therein.

These factors are discussed in greater detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — AGBA’s Board of Directors’ Reasons for the Approval of the Business Combination”, as well as in the section entitled “Risk Factors”.

Q:     Did the ABGA board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     No. The ABGA board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Accordingly, investors will be relying solely on the judgment of the AGBA board in valuing the TAG Business’s business and assuming the risk that the AGBA board may not have properly valued such business.

Q:     How was the implied TAG Business’s equity value of US$555,000,000 determined?

A.     The AGBA Board considered the implied TAG Business’s equity value of approximately US$555 million based on the sum of the equity value of OPH and IFA, its major distribution channel, derived from a comparable company approach, plus the value of Fintech’s investment portfolio. See “Proposal No. 1 — The Business Combination Proposal — AGBA’s Board of Directors’ Reasons for Approval of the Business Combination.”

Q:     What is the value of the consideration to be received in the Business Combination?

A.     The aggregate value of the Aggregate Stock Consideration to be paid by AGBA in the Business Combination is approximately US$555,000,000 (calculated as follows: 55,500,000 AGBA Shares to be issued to TAG, multiplied by US$10.00 per share (the deemed value of the shares in the Business Combination Agreement)).

Q:     What is the TAG Business’s corporate structure?

A.     TAG is a British Virgin Islands incorporated holding company that does not conduct any material business operations. After the Business Combination, the Post-Combination Company will also be a British Virgin Islands incorporated holding company that does not conduct any material business operations. The TAG Business’s operations are, and will be, primarily conducted by its Hong Kong-based operating subsidiaries. This offshore holding company structure may present certain risks to shareholders as described further in the section titled “Risk Factors — Risk Factors Relating to the Business Combination” beginning on page 96 of this proxy statement. Please also refer to the organization chart set out on pages 31, 33 and 117 of this proxy statement for a description of the TAG Business’s holding company structure both before and after the Business Combination.

Q:     What are the TAG Business’s dividend, distribution and cash management policies?

A:     Until recently, neither OPH nor Fintech had previously declared any dividends or made any distributions between it and TAG, it and its subsidiaries, it and any other entities, or it to investors. On January 18, 2022, however, Fintech approved, declared, and distributed a special dividend of US$47 million to TAG. The one-off special dividend distribution was made solely due to the investment gain from the sale of Fintech’s investment in Nutmeg Saving and Investment Limited in September 2021. The dividends were paid by offsetting a receivable due from the Legacy Group, and the remaining balance was paid by cash. Please refer to the financial statements of OPH and Fintech including “Note 13 — shareholder’s deficit” at page F-82 for further details. Apart from this one-off special dividend distribution, the management of the TAG Business intends to retain all available funds and future earnings, if any, for operations and business developments and does not anticipate declaring or paying any dividends in the foreseeable future. Any future determination related to the TAG Business’s dividend policy will be made at the discretion of the TAG Business’s board of directors after considering the TAG Business’s financial condition, results of operations, capital requirements, contractual requirements, business prospects, and other factors that the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

The entities that comprise the TAG Business currently transfer cash through their organization for daily business and operating activities, commercial transactions, and related party transactions on an arms-length basis following appropriate approvals and governance processes. Please refer to the section of this proxy statement entitled “Related Party Transactions — Certain Transactions of the TAG Business” for further details of the TAG Business’s related party transactions. These fund transfers are made in accordance with the TAG Business’s cash management policies and payment policy and procedure, with established delegation and signing authority processes to ensure appropriate corporate approvals are obtained before execution. Other than the distribution of 100% of the Aggregate Stock Consideration pro rata to the ultimate beneficial shareholders of TAG (i.e. the shareholders of Convoy Global), pursuant to the terms of the Business Combination Agreement, (see “Proposal No. 1 — The Business Combination Proposal”) the management of the TAG Business anticipates that these practices will continue after the Business Combination.

Q:     Will the Post-Combination Company obtain new financing in connection with the Business Combination?

A.     Pursuant to the Business Combination Agreement, AGBA and TAG agree that they shall use their reasonable best efforts to cause the Post-Combination Company to receive an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and liabilities, in a private placement or other financing to be consummated with the Closing (the “PIPE Investment”), and it is a condition precedent to Closing that the Post-Combination Company shall receive an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and liabilities, of at least US$35,000,000 comprised of (i) amounts not redeemed from AGBA’s trust account and (ii) amounts raised in the PIPE Investment. The initial public offering price of AGBA’s Units was US$10.00 per unit. At this time, both AGBA and TAG anticipate that the ordinary shares to be sold in connection with the PIPE Investment will be sold at the same IPO price, at US$10.00 per share. None of AGBA’s Sponsor, directors, officers or their affiliates plan to participate in the PIPE Investment.

Q:     What is the maximum number of AGBA shares that may be redeemed in order for AGBA to satisfy the minimum cash condition?

A.     AGBA has no specified maximum redemption threshold under its Existing Charter. The Business Combination Agreement, however, provides that the obligation of TAG and its subsidiaries to consummate the Business Combination is conditioned, among other things, on the Post-Combination Company’s receipt of an amount sufficient to fund the operations and agreed business plans of the Post-Combination Company in immediately available cash, net of expenses and liabilities, of at least US$35,000,000, comprised of (i) amounts not redeemed from our trust account and (ii) amounts raised in the PIPE Investment. If there is no PIPE Investment at all, 3,362,871 is the maximum number of AGBA Shares that may be redeemed in order for AGBA to still meet this minimum cash condition. If redemptions by AGBA’s public shareholders cause AGBA to be unable to meet this closing condition, then TAG and its subsidiaries will not be required to consummate the Business Combination, although they may, in their sole discretion, waive this condition. In the event that TAG and its subsidiaries waive this condition, AGBA does not intend to seek additional shareholder approval or extend the time period in which its public shareholders can exercise their redemption rights. Holders of AGBA Warrants and AGBA Rights do not have redemption rights in connection with the Business Combination.

Q:     How will the combined company be managed following the Business Combination?

A.     Effective as at Closing, the board of directors of AGBA will consist of the following five (5) members, designated by TAG in accordance with the Business Combination Agreement: Ng Wing Fai, Wong Suet Fai Almond, Brian Chan, Thomas Ng, and Felix Wong. Two of these directors (Mr. Brian Chan and Mr. Thomas Ng) are currently on AGBA’s board of directors and qualify as independent directors under Nasdaq rules. AGBA and TAG expect Mr. Felix Wong to also qualify as an independent director under those rules. Ng Wing Fai will be the Chairman and an Executive Director and Wong Suet Fai Almond will be an Executive Director of the Post-Combination Company after the consummation of the Business Combination. Mr. Lee Jin Yi will serve as a senior advisor. See “Directors, Executive Officers, and Corporate Governance — Directors and Executive Officers after the Business Combination.”

Q:     What equity stake will current AGBA shareholders and current equityholders of the TAG Business hold in the Post-Combination Company after the consummation of the Business Combination?

A.     It is anticipated that, upon consummation of the Business Combination and assuming no redemptions, AGBA’s existing shareholders, including the Sponsor, will own approximately 8.06% of the issued Post-Combination Company’s ordinary shares, and TAG, prior to its post-Closing distribution of the entire Aggregate Stock Consideration pro rata to its ultimate beneficial shareholders, will own approximately 85.68% of the issued Post-Combination Company’s ordinary shares (comprising 100% of the Aggregate Stock Consideration). These relative percentages assume that (i) none of AGBA’s existing public shareholders exercise their redemption rights, as discussed herein, (ii) there is no exercise or conversion of AGBA Warrants, and (iii) all Holdback Shares held back for indemnification purposes under the Business Combination Agreement will be released to TAG on the last day of the survival period (i.e. six months following the Closing). If any of AGBA’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of AGBA’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement — The Business Combination Proposal” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

Q:     What will happen to the post-Closing distribution of the entire Aggregate Stock Consideration?

A:     TAG will receive all the Aggregate Stock Consideration (less the Holdback Shares) at the closing of the Business Combination. Following the Closing, TAG intends to distribute 100% of the Aggregate Stock Consideration (including the Holdback Shares, when released pursuant to the terms of the Business Combination Agreement) pro rata to its ultimate beneficial shareholders based on their beneficial interests in TAG. There are approximately over 4,000 ultimate beneficial shareholders of TAG, approximately 99.16% of whom each hold less than 0.05% of the total ultimate parent company’s shares. The majority of such small shareholders hold their shares indirectly via Hong Kong HKSCC Nominees Limited and Hong Kong market participant brokers. Accordingly, AGBA and TAG plan for the Post-Combination Company after Closing to file a registration statement on Form S-1 to register the distribution of the Aggregate Stock Consideration (including the Holdback Shares) from TAG to its ultimate beneficial shareholders. To effectuate this distribution, TAG will work with its ultimate parent company, Convoy Global, to identify and distribute the Aggregate Stock Consideration (including the Holdback Shares) to those ultimate beneficial shareholders. Following this planned distribution, the ultimate beneficial shareholders of TAG will, as a group, own approximately 85.68% of the issued Post-Combination Company’s ordinary shares (comprising 100% of the Aggregate Stock Consideration), and TAG will own 0% of the Post-Combination Company’s ordinary shares. If the Holdback Shares have been released at that time, then such shares will be transferred to TAG’s ultimate beneficial shareholders together with the Aggregate Stock Consideration held by TAG. If the Holdback Shares have not yet been released, then such shares will be transferred to TAG’s ultimate beneficial shareholders as soon as practicable following their release to TAG. After the distribution of the Aggregate Stock Consideration to the ultimate beneficial shareholders, the Post-Combination Company will then file a resale registration statement on Form S-1 to register the resale by the ultimate beneficial shareholders of such AGBA Shares comprising the Aggregate Stock Consideration (including the Holdback Shares) as necessary to enable all of TAG’s ultimate beneficial shareholders to hold freely tradeable shares.

Q:     Will TAG retain any AGBA Shares after the distribution of the Aggregate Stock Consideration to TAG’s ultimate beneficial shareholders?

A:     No, TAG will not retain any of the Aggregate Stock Consideration after the distribution to its ultimate beneficial shareholders. TAG will also distribute any Holdback Shares (for indemnification purposes) received on the last day of the survival period (i.e., six months following the Closing) in accordance with the Business Combination Agreement to its ultimate beneficial shareholders and retain none of the Holdback Shares after such distribution.

Q:     What equity stake will the Sponsor and AGBA’s directors and officers hold in the Post-Combination Company immediately after the consummation of the Business Combination?

A.     Immediately after the consummation of the Business Combination, assuming no redemption of ordinary shares for cash, the Sponsor will retain an ownership interest of approximately 1.98% in the Post-Combination Company, and the officers and directors of AGBA who hold Insider Shares will retain an ownership interest of approximately 0.18% of the Post-Combination Company (in each case, assuming all currently issued and outstanding warrants are exercised and rights converted). If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Initial Shareholders will be different.

Assuming maximum redemption of ordinary shares for cash, the Sponsor will retain an ownership interest of approximately 2.09% in the Post-Combination Company, and the officers and directors of AGBA who hold Insider Shares will retain an ownership interest of approximately 0.19% of the Post-Combination Company (in each case, assuming all currently issued and outstanding warrants are exercised and rights converted). If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by the Initial Shareholders will be different.

Q:     Is the Acquisition Merger a tax-free “reorganization” within the meaning of Section 368(a) of the Code?

A:     AGBA and TAG intend for the Acquisition Merger to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. However, neither AGBA nor TAG has requested, or intends to request, an opinion of tax counsel or a ruling from the IRS, with respect to the tax consequences of the Acquisition Merger, and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Acquisition Merger does not qualify as a reorganization under Section 368(a) of the Code and is therefore fully taxable for U.S. federal income tax purposes, U.S. persons receiving the AGBA Shares in connection with the Business Combination generally would recognize taxable gain or loss on their receipt of the same in connection with

the Business Combination. For a more complete discussion of the U.S. federal income tax consequences of the Business Combination, see the section titled, “Material U.S. Federal Income Tax Consequences of the Business Combination.” The tax-free nature of the Acquisition Merger or any transaction contemplated in the Business Combination Agreement is not a condition to the closing of the Business Combination.

Q:     Why is AGBA proposing the Amendment Proposal and the Governance Proposals?

A:     The Fifth Amended and Restated Memorandum and Articles of Association that we are asking our shareholders to adopt in connection with the Business Combination provides for certain amendments to our Existing Charter, including, among other things, a change of the name of our company (the proposal to amend the Existing Charter and adopt the Fifth Amended and Restated Memorandum and Articles of Association, the “Amendment Proposal” or “Proposal No. 2”). Pursuant to BVI law and the Business Combination Agreement, we are required to submit the Amendment Proposal to our shareholders for adoption. For additional information about the proposed changes to our organizational documents please see the section entitled “Proposal No. 2 — The Amendment Proposal.”

The adoption of the Fifth Amended and Restated Memorandum and Articles of Association will result in certain material differences between its corporate governance provisions and those of the Existing Charter. In order to give our shareholders the opportunity to present separate views on these important governance procedures, we are asking our shareholders to approve, on a non-binding advisory basis, six separate governance proposals resulting from the adoption of the Fifth Amended and Restated Memorandum and Articles of Association (these governance proposals, collectively, the “Governance Proposals” or “Proposal No. 3”)

Q:     What amendments will be made to the current constitutional documents of AGBA?

A:     In addition to voting on the Business Combination, AGBA shareholders are also being asked to consider and vote upon Proposal No. 2 to amend and replace our Existing Charter with the Fifth Amended and Restated Memorandum and Articles of Association, a copy of which is attached to this proxy statement as Annex B, and which differs materially from the Existing Charter. For more information about the material differences, please see the section entitled “Comparison of Shareholder Rights”.

Special resolutions of shareholders

•        Introduce the concept of special resolutions of shareholders, being certain matters approved by a majority of 75% or greater of the votes of the shares cast by such shareholders entitled to vote.

Hybrid and electronic only shareholder meetings and other shareholder meetings arrangements

•        Update the provisions governing the location of shareholder meetings to explicitly permit such meetings to be held physically in any part of the world or, at the board of directors’ discretion, in a hybrid manner (i.e., with both physical and virtual attendance by shareholders) or in an electronic only manner (i.e with only virtual attendance);

•        Provide the board of directors with authority to make the necessary arrangements for managing attendance, participation, and/or voting, as well as security, at physical, hybrid or electronic only shareholder meetings, where the Existing Charter is presently silent;

•        Update the notice provisions for shareholder meetings to increase the amount of notice required from 10 to 14 days;

•        Amend the quorum provisions for shareholder meetings to require two shareholders, instead of half of the votes of the shares entitled to vote on shareholder resolutions, to form a quorum for all purposes;

•        Include additional provisions, where the Existing Charter is currently silent, allowing shareholders to vote by a show of hands, unless a poll is demanded in certain circumstances;

•        Increase the threshold of shareholders required to convene a general meeting by written request from 10% to 30%; and

•        Amend the shareholder voting provisions to newly allow the chairperson of a shareholder meeting to cast a second or casting vote.

Arbitration in the BVI as the forum for resolution of disputes

•        Include a provision, where the Existing Charter is presently silent, calling for arbitration in the BVI under the BVI International Arbitration Centre Rules to be the forum for all claims or disputes arising out the company’s memorandum and articles of association or otherwise related to each shareholder’s shareholding, except that such arbitration provision will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act, or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim. Please refer to the section of this proxy statement titled “Risk Factors — Risk Factors Relating to the Business Combination” for further information on the potential risks to AGBA’s shareholders arising out of this provision.

Other general and administrative changes

•        Change the name of the company from AGBA Acquisition Limited to AGBA Group Holding Limited;

•        Introduce the ability of the company to change its name by both ordinary resolution of shareholders and resolution of directors;

•        Update the charter amendment provision, so that the memorandum and articles may be amended only by a special resolution of shareholders, as opposed to ordinary resolutions of shareholders or resolutions of directors;

•        Include new provisions, not present in the Existing Charter, permitting the company to pay a commission to any person in consideration for subscribing or agreeing to subscribe for any of its shares;

•        Include the right for the chairperson to adjourn a general meeting without the consent of such meeting if, in the chairperson’s sole opinion and absolute discretion, it necessary to do so to: secure the orderly conduct or proceedings of the meeting; give all persons present in person or by proxy and having the right to speak and/or vote at such meeting, the ability to do so; or to give due time to permit proper consideration of any matters raised at a meeting;

•        Amend the number of days’ notice of board meetings from three to one day;

•        Include new provisions relating to share liens, not present in the Existing Charter, such that the company has a first and paramount lien on each of its shares and may sell such shares with liens under certain circumstances;

•        Include new provisions, not present in the Existing Charter, allowing directors to make calls upon shareholders for money unpaid on their shares from time to time;

•        Update the share transfer provisions to reduce the previous absolute discretion of directors to refuse or approve any intended transfer of share, instead allowing for the board of directors to decline to register a transfer of shares specifically if they are not fully paid-up, are issued under any share incentive scheme for employees which imposes a restriction on transfer, or on which the company has a lien;

•        Clarify the circumstances when the company may sell the shares of untraceable shareholders and explicitly specify the company’s ability to cease dividend payments to untraceable shareholders under certain circumstances, including if checks or warrants have been left uncashed on two consecutive occasions;

•        Include a new article, not present in the Existing Charter, permitting depositaries and clearing houses that are shareholders of the company to authorize representatives under certain circumstances;

•        Update the director removal provisions to allow for removal of directors, with or without cause, only by ordinary resolution of shareholders at a general meeting, as opposed to with or without cause by (i) the approval of 75% of the shareholders, or (ii) resolution of directors;

•        Clarify the conditions for disqualification of a director where the Existing Charter did not specify the meaning of “disqualified”;

•        Update the quorum requirements for meetings of the board of directors such that the presence of two directors, not half of the total number of directors, constitutes quorum;

•        Update the provision on the audit committee to require an audit committee so long as the company’s shares are admitted to trading on a stock exchange;

•        Update the auditor appointment and remuneration provisions to provide that appointments and remuneration are to be made by resolution of directors;

•        Remove the provision entitling shareholders to redeem their shares in connection with a business combination;

•        Update the indemnification provisions to explicitly cover directors, alternate directors, the company secretary, and other executive officers (but not including the company’s auditors);

•        Update the provisions on accounts and audits, where the Existing Charter was silent, to prohibit shareholders from inspecting the books and accounts of the company, except as allowed by applicable law, regulation, or listing rule or as authorized by the board, and to require the company to have its accounts independently audited as long as it is admitted to trading on a stock exchange;

•        Update the dividend provisions from authorization for dividends solely by resolution of directors to allow declaration of dividends and other distributions by resolution of directors and to authorize the shareholders, by ordinary resolution, to declare dividends, provided they do not exceed the amount recommended by the directors;

•        Revise the continuation provision, which allows the company to continue as a company incorporated under the laws of any jurisdiction outside of the BVI, from authorization by director resolution or ordinary shareholder resolution to authorization by a special resolution of shareholders and resolution of directors; and

•        Include a new disclosure provision, authorizing the board of directors or any authorized service provider to disclose company information to any regulatory or judicial authority or to any stock exchange.

Q:     If Proposal No. 2 is approved, what material governing provision of the Existing Charter will be amended?

A:     In addition to voting on the Amendment Proposal, AGBA shareholders are also being asked to consider and vote upon six separate proposals with respect to certain governance provisions in the Fifth Amended and Restated Memorandum and Articles of Association. These are being presented separately in order to give AGBA shareholders the opportunity to present their separate views on important corporate governance procedures, and these will be voted upon on a non-binding advisory basis (the “Governance Proposals”). Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, AGBA and TAG intend that the Fifth Amended and Restated Memorandum and Articles of Association in the form attached to this proxy statement as Annex B will take effect at the Closing of the Business Combination, assuming approval of the Proposal No. 2 — Amendment Proposal. Please see “Proposals Nos. 3A-3F — The Governance Proposals.”

Proposal 3A: Special resolutions of shareholders

•        Introduce the concept of special resolutions of shareholders, being certain matters requiring approval by a majority of 75% or greater of the votes of the shares cast by such shareholders entitled to vote.

Proposal 3B: Ability to requisition general meetings

•        Increase the threshold of shareholders required to convene a general meeting by written request from 10% to 30%.

Proposal 3C: Forum for disputes

•        Include a provision, where the Existing Charter is presently silent, calling for arbitration in the BVI under the BVI International Arbitration Centre Rules to be the forum for all claims or disputes arising out the company’s memorandum and articles of association or otherwise related to each shareholder’s shareholding, except that such forum provision will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act, or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

Proposal 3D: Director removals

•        Update the director removal provisions to allow for removal of directors, with or without cause, only by ordinary resolution of shareholders at a general meeting, as opposed to with or without cause by (i) the approval of 75% of the shareholders, or (ii) resolution of directors.

Proposal 3E: Amendment to the Memorandum and Articles

•        Update the charter amendment provision, so that the memorandum and articles may be amended only by a special resolution of shareholders, as opposed to ordinary resolutions of shareholders or resolutions of directors.

Proposal 3F: Increase in authorized shares

•        Increase the authorized share capital of the company from 100 million ordinary shares to 200 million ordinary shares.

Q:     Why is AGBA proposing the Nasdaq Proposal?

A:     We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b) and (d), which require shareholder approval of certain transactions that result in the issuance of 20% or more of the outstanding voting power or shares of ordinary shares outstanding before the issuance of such stock or an issuance or potential issuance of stock that would result in a change of control.

In connection with the Business Combination, we expect to issue 55,500,000 AGBA Shares. Because we may issue 20% or more of our outstanding ordinary shares, we are required to obtain shareholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a), (b) and (d). For more information, please see the section entitled “Proposal No. 4 — The Nasdaq Proposal.”

Q:     Why is AGBA proposing the Share Award Scheme Proposal?

A:      The purpose of the Share Award Scheme Proposal is to further align the interests of the eligible participants with those of shareholders by providing long-term incentive compensation opportunities tied to the performance of the Post-Combination Company. Please see the section entitled “Proposal No. 5 — The Share Award Scheme Proposal.”

Q:     Why is AGBA proposing the Business Combination Adjournment Proposal?

A:     We are proposing the Business Combination Adjournment Proposal to allow the adjournment of the extraordinary general meeting to a later date or dates to permit further solicitation of proxies in the event there are not sufficient votes for the Business Combination Proposal. In no event will AGBA seek adjournment which would result in soliciting of proxies, having a shareholder vote, or otherwise consummating a business combination after November 16, 2022. Please see the section entitled “Proposal No. 6 — The Business Combination Adjournment Proposal” for additional information.

Q:     What revenues and profits/losses has the TAG Business generated in the last two full years and in the most recent period for the last two years?

A:      For the years ended December 31, 2021 and 2020, the TAG Business had total revenue of approximately US$11.5 million and US$14.0 million, respectively, and net income of approximately US$96.5 million and net loss of approximately US$16.1 million, respectively. For the six months ended June 30, 2022 and 2021, the TAG Business had total revenue of approximately US$6.2 million and US$6.2 million, respectively, and net loss of approximately US$11.3 million and US$5.8 million, respectively. For additional information, please see the sections entitled “OnePlatform Holdings Limited and TAG Asia Capital Holdings Limited Summary Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TAG Business.”

Q:     What impact will the COVID-19 pandemic have on the Business Combination?

A:     Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the impact of the coronavirus outbreak on the business of AGBA and the TAG Business, and there is no guarantee that efforts by AGBA and the TAG Business to address the adverse impacts of the coronavirus will be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and actions taken to contain the coronavirus or its

impact, among others. If AGBA or the TAG Business is unable to recover from a business disruption on a timely basis, the Business Combination and the Post-Combination Company’s business, financial condition, and results of operations following the completion of the Business Combination could be adversely affected. The Business Combination may also be delayed and adversely affected by the coronavirus outbreak and become more costly. Each of AGBA and the TAG Business may also incur additional costs to remedy damages caused by any such disruptions, which could adversely affect its financial condition and results of operations.

Q:     What impact will the rules and regulations of the PRC government have on the Business Combination or the Post-Combination Company?

A:     The TAG Business currently does not have any operations in mainland China (“China” or the “PRC”). Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which shall be confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong). AGBA and TAG expect that, immediately following the Business Combination, the Post-Combination Company will not have operations in mainland China.

Notwithstanding, the PRC legal system is evolving rapidly, and PRC laws, regulations, and rules may change quickly with little advance notice. As many of these laws, rules, and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation of these laws, rules, and regulations may be inconsistent and they may be subject to inconsistent enforcement. The PRC government has exercised and continues to exercise substantial control over many sectors of the PRC economy, including through regulation and/or state ownership. PRC government actions have had, and may continue to have, a significant effect on economic conditions in the PRC and the businesses which are subject to them.

If certain PRC laws and regulations were to apply to the TAG Business or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of the TAG Business, which, in turn, may cause the value of the Post-Combination Company’s securities to significantly decline or become worthless. For example, if the PRC Data Security Law were to apply to the TAG Business’s Hong Kong-based businesses, the Post-Combination Company could become subject to data security and privacy obligations, including the need to conduct a national security review of data activities that may affect the national security of the PRC, and could be prohibited from providing data stored in Hong Kong to foreign judicial or law enforcement agencies without approval from relevant PRC regulatory authorities. Compliance with such or similar requirements could have a chilling effect on the business, financial condition and results of operations of the Post Combination Company.

As well as these operational risks arising out of the potential application of such PRC laws and regulations to the Post Combination Company, transactional risk may arise if the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “Measures”), which relates to data security and overseas listing of mainland Chinese businesses, were to apply to the TAG Business’s Hong Kong-based businesses. Although, as of the date of this proxy statement, and as advised by TAG’s PRC counsel AnJie Law, the Measures do not apply to the TAG Business, if they did apply, the affected companies could be required to apply for a cybersecurity review by the Cybersecurity Review Office of the PRC prior to completing the Business Combination and the listing of the Post-Combination Company’s shares on the Nasdaq. See “Risk Factors — Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC” in this proxy statement.

There can be no assurance that the recent statements or regulatory actions by the relevant organs of the PRC government, including those in relation to the PRC Data Security Law, the Measures, the PRC Personal Information Protection Law and variable interest entities, and the anti-monopoly enforcement actions taken by relevant PRC government authorities, will continue not to apply to the TAG Business. Nor is there assurance that the organs of PRC government will not seek to intervene or influence the operations of the TAG Business at any time in the future. Should certain laws and regulations applicable to PRC companies apply to the TAG Business or its subsidiaries in the future, the TAG Business may become subject to increased control or oversight by PRC government organs, which, depending on the nature of such potential oversight or control or which laws or regulations apply, may have a material adverse impact on the business, financial condition, results of operations, and prospects of the Post-Combination Company, the Post-Combination Company’s

ability to accept foreign investments, and the Post-Combination Company’s ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any combination of which, in turn, may cause the value of the Post-Combination Company’s securities to significantly decline or become worthless. Neither AGBA nor TAG can predict the extent of such impact if such events were to occur. See “Risk Factors — Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC” for additional information on these risks.

Q:     Will the TAG Business or its auditor, Friedman LLP be impacted by the Holding Foreign Companies Accountable Act or the Statement of Protocol signed by the PCAOB and Chinese authorities on August 26, 2022 given the TAG Business’s status as a Hong Kong-based business?

A:     The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020. The HFCA Act states that if the SEC determines that the Post-Combination Company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

The PCAOB has stated that it is currently unable to inspect the audit work and practices of PCAOB-registered firms in mainland China. On December 16, 2021, the PCAOB issued a Determination Report finding that the PCAOB is unable to inspect or investigate with sufficient completeness registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong. However, the management of the TAG Business believes that this determination does not impact the TAG Business.

The TAG Business’s auditor, Friedman LLP, is the independent registered public accounting firm that has issued the audit reports included elsewhere in this proxy statement. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, Friedman LLP is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Friedman LLP is headquartered in New York and has been inspected by the PCAOB on a regular basis. The management of the TAG Business, therefore, believes that Friedman LLP is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors. Friedman LLP is not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCAA Determination Report under PCAOB Rule 6100.

On August 26, 2022, the CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied.

The PRC legal system is evolving rapidly and laws, regulations, and rules of the PRC may change quickly with little advance notice. To the extent any PRC laws and regulations become applicable to companies such as the TAG Business or to Friedman LLP (or a future auditor of the Post-Combination Company), the PCAOB may be unable to properly inspect Friedman LLP (or such future auditor of the Post-Combination Company), which may have a material adverse impact on the business, financial condition, results of operations, and prospects of the TAG Business, and which, in turn, may cause the value of the Post-Combination Company’s securities to significantly decline or become worthless. See “Risk Factors — Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC — The securities of the Post-Combination Company may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act (and the Accelerating Holding Foreign Companies Accountable Act, if passed into law) if the PCAOB were unable to fully inspect the company’s auditor.”

Q:     Do any of AGBA’s directors, officers, Sponsor, or the affiliates of Initial Shareholders have interests that may conflict with my interests with respect to the Business Combination?

A:     In considering the recommendation of AGBA’s board to approve the Business Combination Agreement and related proposals, AGBA shareholders should be aware that AGBA’s directors, officers, Sponsor, and the affiliates of Initial Shareholders may have interests in the Business Combination that are different from your interests as a shareholder.

If an initial business combination is not completed by November 16, 2022, AGBA will be required to liquidate. In such event:

•        1,150,000 ordinary shares held by Initial Shareholders (“Insider Shares”), including 114,000 ordinary shares held by the directors and officers of AGBA and 1,036,000 ordinary shares held by the Sponsor, which were acquired prior to the IPO for an aggregate purchase price of US$25,000, will be worthless. Based on the closing price of the AGBA Shares of US$11.40 on Nasdaq as of August 30, 2022, these Insider Shares had an aggregate market value of approximately US$13.1 million.

•        225,000 private AGBA Units (“Private Placement Units”) held by the Sponsor, which were acquired by our Sponsor at the consummation of the IPO for an aggregate purchase price of US$2,250,000, will be worthless. Such Private Placement Units would have an aggregate market value of approximately US$2.4 million based on the closing price of the AGBA Units of US$10.70 on Nasdaq as of August 30, 2022.

•        US$1,419,337 of advances paid by the Sponsor for expenses incurred on AGBA’s behalf as of June 30, 2022, would not be repaid.

•        An unsecured promissory note in the aggregate principal amount of US$4,761,812 was issued to the Sponsor in return for the deposit of the same amount by the Sponsor into the trust account in order to extend the amount of available time to complete a business combination will not be repaid.

If AGBA does not consummate the Business Combination by November 16, 2022, AGBA will be required to dissolve and liquidate and the securities held by AGBA’s Initial Shareholders will be worthless because such holders have agreed to waive their rights to any liquidation distributions.

If a business combination is not completed by November 16, 2022, the Sponsor will lose a combined aggregate amount of approximately US$22.4 million, including the ordinary shares, Private Placement Units, and unsecured promissory notes held by the Sponsor and all other advances and expenses paid by the Sponsor, based on the closing price of the ordinary shares at US$11.40 per share on August 30, 2022. Because of these interests, AGBA’s Initial Shareholders could benefit from the completion of a business combination that is not favorable to its public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of the ordinary shares declined to US$5.00 per share after the close of the Business Combination, AGBA’s public shareholders who purchased shares in the IPO, would have a loss of US$5.00 per share, while AGBA’s Sponsor would have a gain of US$4.98 per share because it acquired the Insider Shares for a nominal amount. In other words, AGBA’s Initial Shareholders can earn a positive rate of return on their investment even if public shareholders experience a negative rate of return in the Post-Combination Company.

Approval of the Business Combination Proposal, the Amendment Proposal, and the Governance Proposals will each require 65% of the issued and outstanding ordinary shares present in person by virtual attendance or represented by proxy and entitled to vote at the extraordinary general meeting. Further, approval of the Nasdaq Proposal, the Share Award Scheme Proposal, and the Business Combination Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding AGBA Shares present and entitled to vote at the extraordinary general meeting. As of the Record Date, 1,375,000 shares held by AGBA’s Initial Shareholders, or approximately 29.0% of the outstanding AGBA Shares, will be voted in favor of each of the Proposals.

In addition, the exercise of AGBA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes or waivers are appropriate and in AGBA shareholders’ best interests.

Q:     When and where is the extraordinary general meeting of AGBA shareholders?

A:     The extraordinary general meeting will take place virtually on [•], 2022, at [•] a.m.

Q:     Who may vote at the extraordinary general meeting?

A:     Only holders of record of AGBA Shares as of the close of business on [•], 2022 may vote at the extraordinary general meeting. As of the date of this proxy statement, there were 4,737,871 AGBA Shares outstanding and entitled to vote. Please see “Extraordinary General Meeting of AGBA Shareholders — Record Date; Who is Entitled to Vote” for further information.

Q:     How many votes do I have?

A.     AGBA shareholders are entitled to one vote at the extraordinary general meeting for each ordinary share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were 4,737,871 ordinary shares issued and outstanding, of which 3,362,871 were issued and outstanding public shares.

Q:     What is the quorum requirement for the extraordinary general meeting?

A:     Shareholders representing a majority of the AGBA Shares issued and outstanding as of the Record Date and entitled to vote at the extraordinary general meeting must be present by virtual attendance or represented by proxy in order to hold the extraordinary general meeting and conduct business. This is called a quorum. AGBA Shares will be counted for purposes of determining if there is a quorum if the shareholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card. In the absence of a quorum, shareholders representing a majority of the votes present in person by virtual attendance or represented by proxy at such meeting may adjourn the meeting until a quorum is present. Broker non-votes will not be considered present for the purposes of establishing a quorum.

Q:     What vote is required to approve the Business Combination Proposal?

A:      A quorum of AGBA shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting of AGBA shareholders if a majority of the AGBA Shares issued and outstanding and entitled to vote at the extraordinary general meeting is represented in person by virtual attendance or represented by proxy. Abstentions present in person by virtual attendance and represented by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not. As of the Record Date for the extraordinary general meeting, [•] ordinary shares would be required to achieve a quorum. Attending the extraordinary general meeting either in person by virtual attendance or represented by proxy and abstaining from voting will have the same effect as voting against all the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the voting on Proposals.

Approval of the Business Combination Proposal will require 65% of the issued and outstanding ordinary shares present by virtual attendance or represented by proxy and entitled to vote at the extraordinary general meeting. AGBA’s Initial Shareholders, who as of the Record Date owned 1,375,000 AGBA Shares, or approximately 29.0% of the outstanding AGBA Shares, have agreed to vote their respective ordinary shares acquired by them prior to the initial public offering in favor of the Business Combination Proposal and related proposals. Therefore, approximately 36.1% of the AGBA Shares held by our public shareholders will need to vote in favor of the Business Combination Proposal for the Business Combination Proposal to be approved (assuming all such shareholders are represented in person or by proxy and entitled to vote at the extraordinary general meeting).

Q:     What vote is required to approve the Proposals?

A:     Approval of the Business Combination Proposal, the Amendment Proposal, and the Governance Proposals will each require 65% of the issued and outstanding ordinary shares present by virtual attendance or represented by proxy and entitled to vote at the extraordinary general meeting. Further, approval of the Nasdaq Proposal, the Share Award Scheme Proposal, and the Business Combination Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding AGBA Shares present and entitled to vote at the extraordinary general meeting. Attending the extraordinary general meeting either virtually or by proxy and abstaining from voting will have the same effect as voting against all the Proposals, and, assuming a quorum is present, broker non-votes will have no effect on the Proposals.

Q:     Are the Proposals conditioned on one another?

A:     Yes. The Business Combination Proposal is conditioned upon the approval of the Amendment Proposal and the Nasdaq Proposal. The Amendment Proposal, the Governance Proposals, the Nasdaq Proposal, and the Share Award Scheme Proposal are dependent upon the approval of the Business Combination Proposal. It is important for you to note that in the event that the Business Combination Proposal is not approved, we will not consummate the Business Combination.

If we do not consummate the Business Combination and fail to complete an initial business combination by November 16, 2022, we will be required to dissolve and liquidate our trust account by returning the then-remaining funds in such account to our public shareholders.

Q:     How will the Initial Shareholders vote?

A:     AGBA’s Initial Shareholders, who as of the Record Date owned 1,375,000 AGBA Shares, or approximately 29.0% of the outstanding AGBA Shares, have agreed to vote their respective ordinary shares acquired by them prior to the IPO in favor of the Business Combination Proposal and related proposals. AGBA’s Initial Shareholders have also agreed that they will vote any AGBA Shares that they purchase in the open market in or after the IPO in favor of each of the proposals.

Q:     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to request that we redeem all or a portion of your public shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement. Public shareholders may elect to redeem all or a portion of the public shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?” below.

The Initial Shareholders have agreed to waive their redemption rights with respect to all of their ordinary shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. This waiver was made at the time that the Insider Shares were purchased, and the Initial Shareholders did not receive any additional consideration for such waiver.

Q:     Am I required to vote in order to have my AGBA Shares redeemed?

A:     No. You are not required to vote in order to have the right to demand that AGBA redeem your AGBA Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the trust account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the trust account, net of taxes payable). These rights to demand redemption of AGBA Shares for cash are sometimes referred to herein as redemption rights. If the Business Combination is not consummated, then holders of AGBA Shares electing to exercise their redemption rights will not be entitled to receive such payments.

Q:     How do I exercise my redemption rights?

A:     If you are a public shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on [•], 2022 (two Business Days before the extraordinary general meeting), that AGBA redeem your shares into cash; and (ii) submit your request in writing to AGBA’s Transfer Agent, at the address listed at the end of this section and delivering your shares to AGBA’s Transfer Agent physically or electronically using the depository trust company’s deposit/withdrawal at custodian (“DWAC”) system two Business Days prior to the vote at the extraordinary general meeting.

Any corrected or changed written demand of redemption rights must be received by AGBA’s Transfer Agent two Business Days prior to the extraordinary general meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent two Business Days prior to the vote at the meeting.

Public shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from AGBA’s Transfer Agent and to effect delivery. It is AGBA’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether they are holders of AGBA Shares as of the Record Date. Any public shareholder who holds AGBA Shares on or before [•], 2022 (two Business Days before the extraordinary general meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

Q:     If I am a holder of units, can I exercise redemption rights with respect to my units?

A:     No. Holders of issued and outstanding units must elect to separate the units into the underlying public shares, public warrants, and public rights prior to exercising redemption rights with respect to the public shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate

the units into the underlying public shares, public warrants, and public rights, or if you hold units registered in your own name, you must contact our Transfer Agent, directly and instruct them to do so. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to our Transfer Agent in order to validly redeem its shares. You are requested to cause your public shares to be separated and your share certificates (if any) and other redemption forms (as applicable) delivered to our Transfer Agent, by 5:00 p.m., Eastern Time, on [•], 2022 two Business Days before the extraordinary general meeting) in order to exercise your redemption rights with respect to your public shares.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder elects to redeem its AGBA ordinary shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the AGBA ordinary shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code and whether AGBA would be characterized as a passive foreign investment company (“PFIC”). If the redemption qualifies as a sale or exchange of the AGBA ordinary shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the AGBA ordinary shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the AGBA ordinary shares redeemed exceeds one year.

Subject to the PFIC rules, long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the AGBA ordinary shares may prevent a U.S. Holder from satisfying the applicable holding period requirement. The deductibility of capital losses is subject to limitations. See the section titled “U.S. Federal Income Tax and BVI Tax Considerations — Material United States Federal Income Tax Consequences of the Business Combination” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its AGBA ordinary shares for cash, including with respect to AGBA’s potential PFIC status and certain tax implications thereof.

Q:     What are the BVI tax consequences of exercising my redemption rights?

A:     There are no material tax considerations with respect to the Business Combination or the redemption of AGBA Shares from a BVI law perspective. Please refer to the section entitled “U.S. Federal Income Tax and BVI Tax Considerations — Material BVI Tax Consequences” for BVI tax considerations with respect to the ownership of new AGBA securities.

Q:     How can I vote?

A:     If you are a shareholder of record, you may vote online at the virtual extraordinary general meeting or vote by proxy using the enclosed proxy card, the Internet or telephone. Whether or not you plan to participate in the extraordinary general meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual extraordinary general meeting and vote online, if you choose.

To vote online at the virtual extraordinary general meeting, follow the instructions below under “How may I participate in the virtual extraordinary general meeting?”

To vote using the proxy card, please complete, sign and date the proxy card and return it in the prepaid envelope. If you return your signed proxy card before the extraordinary general meeting, we will vote your shares as you direct.

To vote via the telephone, you can vote by calling the telephone number on your proxy card. Please have your proxy card handy when you call. Easy-to-follow voice prompts will allow you to vote your shares and confirm that your instructions have been properly recorded.

To vote via the Internet, please go to [•] and follow the instructions. Please have your proxy card handy when you go to the website. As with telephone voting, you can confirm that your instructions have been properly recorded.

Telephone and Internet voting facilities for shareholders of record will be available 24 hours a day until 11:59 p.m. Eastern Time on [•], 2022. After that, telephone and Internet voting will be closed, and if you want to vote your shares, you will either need to ensure that your proxy card is received before the date of the extraordinary general meeting or attend the virtual extraordinary general meeting to vote your shares online.

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self- addressed, postage-paid envelope provided.

If you plan to vote at the virtual extraordinary general meeting, you will need to contact AGBA’s Transfer Agent, Continental Stock Transfer & Trust Company, or Continental, at the phone number or email below to receive a control number and you must obtain a legal proxy from your broker, bank or other nominee reflecting the number of ordinary shares you held as of the Record Date, your name and email address. You must contact Continental for specific instructions on how to receive the control number. Please allow up to 48 hours prior to the meeting for processing your control number.

After obtaining a valid legal proxy from your broker, bank or other agent, to then register to attend the extraordinary general meeting, you must submit proof of your legal proxy reflecting the number of your shares along with your name and email address to Continental. Requests for registration should be directed to 917-262-2373 or email proxy@continentalstock.com. Requests for registration must be received no later than [•] p.m., Eastern Time, on [•], 2022.

You will receive a confirmation of your registration by email after we receive your registration materials. We encourage you to access the extraordinary general meeting prior to the start time leaving ample time for the check in.

Q:     How may I participate in the virtual extraordinary general meeting?

A.     If you are a shareholder of record as of the Record Date for the extraordinary general meeting, you should receive a proxy card from Continental, containing instructions on how to attend the virtual extraordinary general meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at 917-262-2373 or email proxy@continentalstock.com.

You can pre-register to attend the virtual extraordinary general meeting starting on [•], 2022. Go to [•] and enter the control number found on your proxy card you previously received, as well as your name and email address. Once you pre-register you can vote. At the start of the extraordinary general meeting you will need to re-log into [•] using your control number.

If your shares are held in street name, and you would like to join and not vote, Continental will issue you a guest control number. Either way, you must contact Continental for specific instructions on how to receive the control number. Please allow up to [48] hours prior to the meeting for processing your control number.

Q:     Who can help answer any other questions I might have about the virtual extraordinary general meeting?

A.     If you have any questions concerning the virtual extraordinary general meeting (including accessing the meeting by virtual means) or need help voting your AGBA Shares, please contact Continental at 917-262-2373 or email proxy@continentalstock.com.

The Notice of Extraordinary General Meeting, proxy statement and form of Proxy Card are available at: [•].

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. AGBA believes the Proposals are non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction. Broker non-votes will not be considered present for the purposes of

establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker, or other nominee may submit a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your AGBA Shares in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm, or nominee?

A:     AGBA will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the extraordinary general meeting of AGBA shareholders. For purposes of approval, an abstention on any Proposals will have the same effect as a vote “AGAINST” such Proposal.

Q:     If I am not going to attend the extraordinary general meeting, should I return my proxy card instead?

A.     Yes. Whether you plan to attend the extraordinary general meeting virtually or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     How can I submit a proxy?

A.     You may submit a proxy by (a) visiting [•] and following the on screen instructions (have your proxy card available when you access the webpage), or (b) calling toll-free [•] in the U.S. or [•] from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or (c) submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the extraordinary general meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the extraordinary general meeting in person by virtual attendance and casting your vote by ballot or by submitting a written revocation stating that you would like to revoke your proxy that we receive prior to the extraordinary general meeting. If you hold your shares through a bank, brokerage firm, or nominee, you should follow the instructions of your bank, brokerage firm, or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy
P.O. Box 13581
Des Moines, WA 98198
Toll Free: 877-870-8565
Collect: 206-870-8565
Email: KSmith@advantageproxy.com

Unless revoked, a proxy will be voted at the virtual extraordinary general meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted FOR each of the Proposals.

Q:     Should I send in my share certificates now?

A:     Yes. AGBA shareholders who intend to have their AGBA Shares redeemed, by electing to have those AGBA Shares redeemed for cash on the proxy card, should send their certificates at least two Business Days before the extraordinary general meeting. Please see “Extraordinary General Meeting of AGBA Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     Who will solicit the proxies and pay the cost of soliciting proxies for the extraordinary general meeting?

A:     AGBA will pay the cost of soliciting proxies for the extraordinary general meeting. AGBA has engaged Advantage Proxy to assist in the solicitation of proxies for the extraordinary general meeting. AGBA has agreed to pay Advantage Proxy a fee of US$10,000, plus disbursements, and will reimburse Advantage Proxy for its reasonable out-of-pocket expenses and indemnify Advantage Proxy and its affiliates against certain claims,

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the extraordinary general meeting. The following risk factors apply to the business and operations of the TAG Business, the business and operations of AGBA, and will also apply to the business and operations of the Post-Combination Company following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in conjunction with other events or circumstances, may adversely affect the ability of the parties to complete or realize the anticipated benefits of the Business Combination, and may have an adverse effect on the business, cash flows, financial conditions, and results of operations the TAG Business, AGBA, or the Post-Combination Company. You should also carefully consider the following risk factors in addition to the other information contained in this proxy statement, including matters addressed in the sections entitled “Special Note Regarding Forward-Looking Statements,” “Information about the TAG Business,” “AGBA’s Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TAG Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AGBA.”

This risk factors discussion does not purport to disclose all of the risks and other significant aspects of the Business Combination. AGBA or the TAG Business may face additional risks and uncertainties that are not presently known to AGBA or the TAG Business, or that AGBA or the TAG Business currently deem immaterial, which may also impair AGBA’s business, the business of the TAG Business, or the business of Post-Combination Company. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

The risk factors discussed in this section are of equal importance and are separated into categories for ease of reference only. You should consult your own independent counsel, accountant, and other advisers as to the legal, tax, business, financial, and other related aspects of the Business Combination.

Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC

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

The TAG Business currently does not have operations in mainland China. Although the TAG Business and its subsidiaries do service Chinese clients, all sales of financial products offered by the TAG Business and its subsidiaries occur in Hong Kong. The TAG Business does not sell any financial products in mainland China, and all of the TAG Business’s customer data is maintained outside of mainland China. Accordingly, none of the TAG Business or its subsidiaries are regulated by any regulatory authorities in mainland China. See the section of this proxy statement entitled “Regulation” for further information. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to Hong Kong-based businesses.

However, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation, and implementation involve significant uncertainties. To the extent that any PRC laws and regulations become applicable to the TAG Business, the TAG Business and the Post-Combination Company may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to companies such as the TAG Business or its subsidiaries in the future, the application of such laws and regulations may have a

Although management of the TAG Business currently intends to focus its efforts in China on expanding its referral network, in the future, the TAG Business may seek to grow by acquiring other service providers in its industry within China. Complying with the requirements of the regulations described above and other relevant rules to complete these transactions could be time-consuming, and any required approval or filing processes, including obtaining approval from or filing with MOFCOM or its local counterparts, may delay or inhibit the TAG Business’s ability to complete these transactions, which could affect its ability to expand the TAG Business or maintain its market share. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by MOFCOM.

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

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

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

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

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

Risk Factors Relating to the TAG Business

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

The combined financial statements of the TAG Business accompanying this proxy statement were prepared assuming that the TAG Business will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the year ended December 31, 2021, the TAG Business reported a net income of approximately US$96.5 million. With a significant gain from the sale of one of its long-term investments, the TAG Business had retained earnings of approximately US$52 million as of December 31, 2021. However, for the year ended December 31, 2020, the TAG Business incurred a net loss of approximately US$16 million and during the six months ended June 30, 2022, the TAG Business incurred a net loss of approximately US$11.3 million. The pre-2021 historical operating results of the TAG Business indicate that the TAG Business has previously experienced losses from operations. The operating results for the TAG Business’s latest financial period indicate recent losses from operations. Each set of results raises the question regarding the TAG Business’s ability to continue as a going concern.

In the first and second quarters of 2022, the TAG Business has also experienced significant cash outflows from a dividend distribution and the purchase of additional investments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation of the TAG Business — Liquidity and Going Concern.” As a result, the management of the TAG Business estimates that currently available cash will not be able to provide sufficient funds for the TAG Business to meet its planned obligations for the next 12 months from the date of its combined financial statements provided with this proxy statement. See the notes to the combined financial statements of the TAG Business that accompany this proxy statement. There can be no assurance that the TAG Business will become profitable in the near term, or at all, or will obtain necessary financing for its business, or that it will be able to continue in business. There can also be no assurance that the TAG Business will have sufficient financial resources and capital to continue to settle its debts as they fall due and sustain operations in the immediate future.

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

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

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

For example, part of OPH’s business relies on its continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates, and other client- and loan applicant-expected conveniences. The TAG Business’s proprietary platform technology is integrated into all steps of its business processes. The TAG Business’s dedication to incorporating technological advancements into its service platforms requires significant financial and personnel resources. Maintaining and improving this technology will require the TAG Business to expend significant capital expenditures on its proprietary technology platforms. See “Information about the TAG Business — Overall Business Strategy: Creating an Ecosystem Empowered by Fintech.”

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

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

Some of the solutions that the TAG Business offers are built on large stacks of data, requiring sophisticated and innovative technologies to address the TAG Business’s operating needs, predict operating patterns, and help make decisions in terms of business strategies and implementation plans. The TAG Business aims to make its operations and solutions more streamlined, automated, and cost-effective by using advanced technologies which are currently under development. The TAG Business may encounter technical obstacles, and it may discover problems that prevent such technologies from operating properly, or at all, which could adversely affect the TAG Business’s information infrastructure and other aspects of its business where such technologies are applied. If the TAG Business’s solutions do not function reliably or fail to achieve its customers’ expectations for performance, the TAG Business may lose existing customers or fail to attract new ones, which may damage its reputation and adversely affect its business, financial condition, and results of operations.

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

Fintech has recently launched Tandem Hong Kong, a new digital platform. If Tandem Hong Kong cannot acquire new customers or exploit new business lines from this new platform, its business prospects may be adversely affected.

In November 2020, Fintech launched Tandem Hong Kong, a health and wealth digital platform (see “Information about the TAG Business — Tandem Hong Kong: Health and Wealth Digital Platform”). The Tandem Hong Kong platform was designed to enable the development of new products, such as deposit-like white labelled money market funds, mutual funds, etc. The management of the TAG Business believes that this new platform will enable Fintech to increase its customer base and boost fund management as well as fund distribution income. Any disruption in the Tandem Hong Kong platform and the development of the new products that it offers, including due to IT or other technical issues, could negatively impact the financial performance of Fintech and its growth prospects.

The Tandem Hong Kong platform’s offerings are also new to the Hong Kong financial products market. There can be no assurance that such products will be readily accepted by its customers, if at all. These products are also subject to Hong Kong market regulation and local government policies. While the management of the TAG Business believes that the Tandem Hong Kong platform’s products are properly presented under applicable law and regulation, there can be no assurance that Fintech will not be subject to additional regulation, including potential suspension, of these financial products in the future, which could adversely impact the financial performance of Fintech and its growth prospects.

OPH and its subsidiaries rely on their business relationships with product issuers and the success of those product issuers, and OPH’s future development depends, in part, on the growth of such product issuers and their continued collaboration with OPH and its subsidiaries.

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

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

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

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

In recent years, the segment has been loss-making and was supported by intercompany loans. While the management of the TAG Business intends to generate sufficient cashflows from the segment to repay such intercompany loans and create positive profit margins, there can be no assurance that the property agency segment of OPH will be able to generate such cashflows now or in the future. Without a change in the commission sharing mechanism or optimization of the segment’s operating costs, the property agency segment’s ability to achieve additional profits may be limited. There can be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating costs to sufficient levels, or at all. In addition, given the competitive environment in which OIP operates (see “ — Each of OPH, Fintech, and their subsidiaries operate in a competitive and evolving industry; if the TAG Business is unable to compete effectively, it may lose market share”), there can also be no guarantee that such changes would not create a loss of engagement with property developers and salespersons. Such disruptions to the property agency segment of OPH could have negative effects on its business, financial condition, results of operations, and prospects.

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

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

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

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

The TAG Business’s revenue growth depends, in part, on its ability to maintain and enlarge its customer base and strengthen customer engagement so that more of its customers will use the TAG Business’s solutions more often and contribute to the group’s revenue growth. Although the TAG Business maintains business relationships with its existing customers and has successfully developed different marketing channels to generate business from referrals, recurring business, and direct

marketing, less than 10% of OPH’s revenue for the year ended December 31, 2021 was generated by recurring business from existing customers purchasing new products through OPH and its subsidiaries. In addition, the TAG Business does not rely on any significantly large customers or clients, as for the year ended December 31, 2021, no single customer represented more than 10% of the TAG Business’s total revenue. This diffusion of the TAG Business’s customer base requires the TAG Business to constantly maintain and refresh its broad customer base. The TAG Business’s customers are, however, geographically concentrated, as substantially all of its major customers are located in Hong Kong. Fluctuations in the macro-economic environment in Hong Kong may have adverse effects on the TAG Business’s major clients and, in turn, on the TAG Business.

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

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

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

•        its ability to customize solutions for customers;

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

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

•        customers’ acceptance of the TAG Business’s pricing models;

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

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

As many of the TAG Business’s customers are engaged using a transaction-based model, a reduction of transactions by its customers would adversely affect the TAG Business’s business and results of operations. For example, the COVID-19 pandemic may have a negative impact on business growth, project implementation, and the TAG Business’s customers’ usage of its solutions, and thus, the TAG Business’s revenue. See “— Given the significant global health, market, employment and economic impacts of the COVID-19 pandemic and the uncertainty of its duration, the TAG Business may experience negative impacts to its financial and operating performance and business prospects.”

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

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

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

The TAG Business’s financial institution partners must sometimes include restrictive provisions in their contracts with service providers such as the TAG Business, with respect to security and privacy, ongoing monitoring, risk management, and other limitations. These provisions may increase the TAG Business’s costs, limit the scope of the solutions the TAG Business offers, or otherwise restrict customer access. In addition, the TAG Business’s customers

may have less capacity or incentive to purchase solutions from the TAG Business, may pass on their increased costs to the TAG Business, or may cease to use certain of the TAG Business’s solutions. As aspects of the TAG Business’s business employ a broker-based model, any reduction of transactions by the TAG Business’s partners may materially and adversely affect the TAG Business’s business and results of operations.

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

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

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

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

Each of OPH, Fintech, and their subsidiaries operate in a competitive and evolving industry; if the TAG Business is unable to compete effectively, it may lose market share.

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

The TAG Business primarily faces competition posed by major, existing financial institutions, including traditional banks and insurance agencies. However, the TAG Business also face threats of new players entering its industries, particularly the fintech industry, in Hong Kong and China. See “Information about the TAG Business — Competition”. While the management of the TAG Business believes that the TAG Business has a competitive advantage by having a full suite of financial products (including insurance, investment, and credit) coupled with a captive customer base and well-established infrastructure (including operational capabilities and technology), some of the TAG Business’s competitors may have greater brand recognition, larger customer bases or greater financial, technological, or marketing resources. There can be no assurance that the TAG Business’s competitors will not be able to respond more quickly and effectively than the TAG Business to new or changing opportunities, technologies, standards, or customer requirements, or successfully adapt to significant changes in regulatory and industry environments.

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

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

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

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

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

The TAG Business’s future marketing and efforts to build its brands will likely require it to incur additional expenses. In 2020 and the first half of 2021, the TAG Business changed the branding of many of its group companies to reflect new brands, such as “TAG” and “OnePlatform,” that align with the group’s new approach to the market. These re-branding efforts include obtaining new trademark and domain name registrations, which efforts are ongoing. Increased marketing expenses in the short term may be required to familiarize the TAG Business’s customers and the public with these new brand names. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If the TAG Business fails to successfully promote, protect, and maintain its brands while incurring additional expenses, its results of operations and financial condition would be adversely affected, and its ability to grow its business may be impaired.

Given both the TAG Business’s past and the Post-Combination Company’s future relationship with the Legacy Group, any negative development in the Legacy Group’s market position, reputation, or brand recognition may materially and adversely affect the brand image, reputation, and market value of B2B, Fintech, and their subsidiaries or the brand image, reputation, and market value of the Post-Combination Company. See “— The Legacy Group has experienced significant reputational damage in the past in connection with its previous management, which could adversely affect the market prospects and reputation of the TAG Business, and/or the scope and quality of services rendered by the Legacy Group to the TAG Business.”

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

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

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

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

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

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

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

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

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

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

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

Any network interruption or inadequacy that causes interruptions in the availability of the TAG Business’s platform or deterioration in the quality of access to its solutions could reduce customer satisfaction and result in a reduction in the activity level of the TAG Business’s customers. Furthermore, increases in the volume of traffic on the TAG Business’s platform could strain the capacity of its existing computer systems and bandwidth, which could lead to slower response times or system failures. This strain could cause a disruption or suspension in the TAG Business’s service delivery,

which could, in turn, hurt its brand and reputation. The TAG Business may need to incur additional costs to upgrade its technology infrastructure and computer systems to accommodate increased demand if it anticipates that its systems cannot handle higher volumes of traffic and transaction in the future. In addition, it could take an extended period to restore full functionality to its technology or other operating systems in the event of an unforeseen occurrence, which could affect the TAG Business’s ability to deliver its solutions. There can be no assurance that the TAG Business will not suffer unexpected losses, reputational damage, or regulatory actions due to technology or other operational failures or errors, including those of the TAG Business’s vendors or other third parties.

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

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

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

Given the significant global health, market, employment and economic impacts of the COVID-19 pandemic and the uncertainty of its duration, the TAG Business may experience negative impacts to its financial and operating performance and business prospects.

Since December 2019, the COVID-19 pandemic has adversely affected global business activities and resulted in significant uncertainty in the global economy and volatility in financial markets. The Chinese and Hong Kong governments have issued temporary measures to limit large gatherings and imposed travel restrictions to contain the outbreak of COVID-19, which hampered business volume from mainland Chinese customers. With social distancing measures having been implemented to curtail the spread of COVID-19, businesses in Hong Kong, such as the TAG Business, which often use in-person consultations for new business production faced a slowdown. In addition, Hong Kong has suspended mainland tourists’ free travel and requested those who travel from mainland China and enter Hong Kong to undergo quarantine. The resurgence of the Omicron variant of COVID-19, which is presently thought to be the most transmissible and contagious variant of COVID-19, has caused a surge in COVID-19 cases in Hong Kong and mainland China, since March 2022, and led to government responses to combat the wave of infections. The TAG Business’s operations have accordingly been negatively affected by delays in project implementation, on-site work, business development, client interaction and general uncertainties surrounding the effective and timely constraint of COVID-19. Further economic or market events could negatively impact the operations and financial results of the TAG Business. The TAG Business’s business operations could be disrupted if any of its employees contracts COVID-19 or any other epidemic disease, since it could require such employees to be quarantined and/or offices to be closed for disinfection or other remedial measures. The TAG Business has experienced labor constraints resulting from COVID-19-related quarantine measures and may experience employee turnover due to resistance to vaccine mandates imposed by local governments or the customers. Customer usage of the TAG Business’s services and solutions, particularly in-person financial advisory services offered by OPH and its subsidiaries, and its corresponding revenue may also be adversely affected. See “Information about the TAG Business — COVID-19 Response” for information on how the TAG Business has responded to the pandemic.

The outbreak of COVID-19 and the resulting widespread health crisis has also adversely affected economies and financial markets globally, which could result in an economic downturn that could affect the demand for the TAG Business’s products and future revenue and operating results. The outlook for the COVID-19 pandemic remains fluid, and its long-term implications on the TAG Business and its results of operations are uncertain. The extent to which this outbreak impacts the operating results of the TAG Business will depend on future developments, which are highly uncertain and unpredictable, including new information that may emerge concerning the severity of the pandemic (including the spread of variants of COVID-19) and future actions, if any, to contain or cure it.

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

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

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

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

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

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

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

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

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

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

•        incurring additional indebtedness;

•        creating or incurring liens;

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

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

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

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

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

•        entering into certain sale and leaseback transactions;

•        engaging in certain transactions with affiliates; or

•        changing material lines of business.

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

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

The TAG Business’ performance depends on key management and personnel, who are anticipated to continue in substantially similar roles in the Post-Combination Company. Any failure to attract, motivate and retain staff could severely hinder the Post-Combination Company’s ability to maintain and grow the TAG Business.

The future success of the TAG Business is significantly dependent upon the continued service of a handful of its key personnel, many of whom currently fill senior management roles within the Legacy Group and act as directors for the various members of the Legacy Group. The TAG Business and AGBA anticipate that these key personnel will continue in their current roles in the Post-Combination Company. See “Directors, Executive Officers, and Corporate Governance — Directors and Executive Officers after the Business Combination”. If the TAG Business loses the services of any member of management or other key personnel, it may not be able to locate suitable or qualified replacements, and it may incur additional expenses to recruit and train new staff, which could severely disrupt its business and growth, therefore materially and adversely affecting the TAG Business’s business, financial condition, results of operations, and prospects. In addition, although the TAG Business has entered into confidentiality and noncompetition agreements with its management and other key personnel which are expected to be replicated for the Post-Combination Company, there is no assurance that any member of the management team and such personnel will not join its competitors or form a competing business. If any dispute arises between the TAG Business’s current or former personnel and the TAG Business and/or the Post-Combination Company, the TAG Business and/or the Post-Combination Company may have to incur substantial costs and expenses in order to enforce such agreements in Hong Kong or elsewhere (as relevant), and the TAG Business and/or the Post-Combination Company may not be able to enforce them at all.

The wide range and diversity of the services and solutions that the TAG Business provides may require the hiring and retention of a wide range of experienced personnel who can adapt to a dynamic, competitive, and challenging business environment. The Post-Combination Company will need to continue to attract and retain experienced and capable personnel at all levels as it expands its business and operations. Competition for talent in Hong Kong’s and China’s financial technology industry is particularly intense, and the availability of suitable and qualified candidates is limited. See “ — Each of OPH, Fintech, and their subsidiaries operate in a competitive and evolving industry; if the TAG Business is unable to compete effectively, it may lose market share.” Competition for these individuals could cause the Post-Combination Company to offer higher compensation and other benefits to attract and retain them. In addition, even if Post-Combination Company did offer higher compensation and other benefits, there can be no assurance that these individuals would choose to join, or continue working for, the Post-Combination Company.

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

Prior to December 2017, the Legacy Group dismissed certain executive directors from the board of Convoy Global, as the result of alleged inappropriate activities or personal misconduct causing harm to the Legacy Group. Although the Legacy Group has installed new management since 2017 and the TAG Business is legally distinct from the Legacy Group in all material respects, the historical issues with the Legacy Group’s previous management may have a reputational impact on the TAG Business, which may, in turn, impact its prospects. Given the TAG Business’s historical link to the Legacy Group, the reputation of the TAG Business with customers and in the market may suffer from its connection with the Legacy Group, which could adversely impact the business, financial condition, results of operations, and prospects of the TAG Business.

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

In addition to the potential reputational impact on the TAG Business, the prospects of the Legacy Group may also affect the operations of the TAG Business to the extent of services to be provided by the Legacy Group to the TAG Business and the Post-Combination Company. Given the anticipated continuing relationship between TAG Business, the Post-Combination Company, and the Legacy Group following the Business Combination (see “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business”) and the overlap between the management of the TAG Business, the Post-Combination Company, and the Legacy Group (see “Directors, Executive Officers, and Corporation Governance — Directors and Executive Officers of the TAG Business”), any failure of the new internal corporate controls within the Legacy Group may impact the business, financial condition, and results of operations of the Legacy Group, which, in turn, may impact the group’s ability to provide services — administrative, managerial, or otherwise — to the TAG Business, which could in turn have an negative impact on the business, financial condition, results of operations, and prospects of the TAG Business and the Post-Combination Company.

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

The TAG Business believes that a critical component of its success is its corporate culture and its deep commitment to its mission. The TAG Business believes that this mission-based culture fosters innovation, encourages teamwork, and cultivates creativity. The mission defines its business philosophy as well as the emphasis that it places on its clients and customers, its employees, and its culture that is consistently reinforced to and by its team members. See “Information about the TAG Business — The TAG Business’s People.”

As a result of COVID-19, a significant portion of the TAG Business’s team members have had to adjust their work schedules, including working remotely at times and abiding by local COVID-19 government protocols, and there is a risk that over time such remote operations may decrease the cohesiveness of its teams and its ability to maintain its culture, both of which are integral to its success. Indeed, the TAG Business has suffered from significant disruption

to operational activities and staffing shortages, which could have a material adverse effect on its business, financial condition and results of operation. If the TAG Business, or the Post-Combination Company following the Business Combination, is unable to preserve its culture, this could negatively impact its future success, including its ability to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue its mission and corporate objectives.

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

In July 2020, the Legacy Group consolidated its offices in Hong Kong and moved into a new headquarters at Trust Tower in one of Hong Kong’s central business districts, to promote efficiency. The new headquarter adopts an open-office design throughout the entire building to minimize overall expenses, promote collaborative culture, and create a more flexible workspace environment. See “Information about the TAG Business — Property”.

As a result of this move, substantially all operations of the TAG Business are housed in one building. Certain subsidiaries of the TAG Business compensate the Legacy Group for the use of their office space through existing service agreements. See “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business”. Trust Tower, and the TAG Business’s office therein, could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, fires, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, extreme weather conditions, medical epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions, including the COVID-19 pandemic. If due to such disaster a significant portion of the TAG Business’s team members must work remotely for an extended period, the TAG Business’s business may be negatively impacted. See “— If the TAG Business cannot maintain its corporate culture, it could lose the innovation, collaboration, and focus on the mission that contribute to its business.”

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

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

To further grow its businesses and increase its competitiveness and profitability, the TAG Business intends to continue expanding its services and solutions in both Hong Kong and China. The TAG Business has been actively looking for acquisition or expansion opportunities that may be beneficial. Over the past few years, Fintech has invested in a number of companies in the fintech space, such as Tandem (see “Information about the TAG Business — Fintech”). The TAG Business is also currently in active discussions to establish a strategic partnership with a top asset manager in China to provide offshore insurance solutions to its over 20 million customers with a total AUM over US$ 120 billion (see “Information about the TAG Business — Strategic Growth Plans of the TAG Business — Strategic Enablers to Capture GBA Opportunities”). The TAG Business will continue to seek opportunities for acquisition and expansion. However, acquisitions or expansions may not be successfully completed, and the TAG Business may not be able to find or consummate suitable acquisition or expansion alternatives. Any expansion of the TAG Business into China may also involve risks related to business operating in China (see — “The TAG Business’s potential expansion of activities in China is subject to various risks”). If the TAG Business successfully completes any acquisition or expansion, it may raise financing, either in the capital markets or in the form of bank financing, to cover all or part of the purchase price, which will lead to changes to the TAG Business’s capital structure and may restrict the TAG Business and their subsidiaries in other ways. In addition, to the extent that any of these business initiatives are funded through the issuance of equity or convertible debt securities, the ownership interest of the TAG Business’s shareholders could be diluted.

The TAG Business has acquired and may in the future acquire other businesses or companies with advanced financial technologies, leading financial technology products, valuable intellectual property, or other businesses or assets with capabilities and strategies that the management of the TAG Business believes are complementary to and are likely to enhance

its businesses. However, there can be no assurance that the TAG Business will be able to identify attractive acquisition targets, negotiate favorable terms, obtain necessary government approvals or permits, complete necessary registrations or filings, or obtain necessary funding to complete these acquisitions on commercially acceptable terms, or at all.

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

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

Many aspects of the TAG Business’s business involve substantial litigation and regulatory risks, and members and management of the TAG Business may be subject to claims and lawsuits in the ordinary course of their business or in connection with the Legacy Group. The TAG Business is also, from time to time, subject to examinations, informal inquiries and investigations by regulatory and other governmental agencies. In the ordinary course of business, the TAG Business is also subject to arbitration claims, lawsuits, and litigation, either as plaintiff or defendant. Please refer to “Information about the TAG Business — Litigation” for information on material, active cases, as of the date of this proxy statement.

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

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

The TAG Business and its subsidiaries implement policies and conduct regular compliance training designed to deter wrongdoing, promote honest and ethical conduct, and ensure the accuracy of financials and other public communications as well as compliance with applicable governmental laws, rules, and regulations. However, there can be no assurance that all of the TAG Business’s directors, management, and employees will strictly abide by these

rules and policies, or that the TAG Business can effectively and timely deter, detect, and remedy all misconduct. Any gross misconduct by the TAG Business’s directors, management, and employees, including, but not limited to those in relation to commercial, labor, employment, financial, operational, accounting, auditing or securities matters may lead to investigations and/or litigation and have a material adverse impact on the TAG Business’s business, financial condition and results of operations, and harm its reputation.

The TAG Business may not have sufficient insurance coverage to cover its business risks.

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

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

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

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

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

The TAG Business regards its trademarks, domain names, trade secrets, and other intellectual property as critical to its business. Unauthorized use of the TAG Business’s intellectual property by third parties may adversely affect its business and reputation. The TAG Business relies on a combination of intellectual property laws and contractual arrangements to protect its proprietary rights. It is often difficult to register, maintain, and enforce intellectual property rights in countries or regions with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms. Sometimes laws and regulations are subject to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries are uncertain and may afford little or no effective protection of the TAG Business’s proprietary technology, and the risk of intellectual property misappropriation may be higher in these countries. Consequently, the TAG Business may be unable to prevent its proprietary technology from

being infringed or exploited abroad, which could affect its ability to expand into international markets or require costly efforts to protect its technology. The TAG Businesses are in the process of obtaining new domain names and trademark registrations in connection with their ongoing re-branding efforts. Failure to promptly obtain such registrations or otherwise fully project such intellectual property may expose the TAG Business to intellectual property related risks, which may materially and adversely affect its business, financial condition and results of operations.

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

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

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

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

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

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

OPH, Fintech, and certain of their subsidiaries are party to a number of related party transactions, which may result in interdependence or potential conflicts of interest.

In the ordinary course of their business, members of the TAG Business’s group have transactions with related parties. Related parties may be individuals (being members of key management personnel and/or their close family members) or other entities and include entities which are under the significant influence of related parties of the TAG Business’s group, including the Legacy Group. These agreements and other related party transactions are described in greater detail in “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business” and the Notes to the Financial Statements of the TAG Business. Such interdependence may mean that any material adverse changes in the operations or financial condition of related parties could adversely affect the TAG Business’s results of operations. AGBA and the TAG Business expect that, following the Business Combination, the Post-Combination Company will continue to enter into transactions with related parties.

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

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

Due to the heavily regulated nature of the industries in which OPH, Fintech, and their subsidiaries operate, primarily the insurance, MPF, asset management industries, and money lending industries, the TAG Business and certain of its subsidiaries are required to comply with a wide array of Hong Kong laws and regulations that regulate, among other things, the manner in which they conducts their businesses, which of the TAG Business’s operating entities can provide certain services, and the fees that they may charge. Governmental authorities and various Hong Kong agencies, including, among others, the Insurance Authority, the Mandatory Provident Fund Authority, the Securities and Futures Commission, and the Inland Revenue Department, have broad oversight and supervisory authority over the TAG Business. For additional information on these regulations, see the section of this proxy statement titled “Regulations.”

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

These licensing requirements and other regulations directly impact the TAG Business’s business and require ongoing compliance, monitoring, and internal and external audits as they continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws, for instance, could impact how the TAG Business processes personal information, and therefore limit the effectiveness of its products or services or its ability to operate or expand its business, including limiting strategic partnerships that may involve the sharing of personal information. See “— Failure to comply with existing or future laws and regulations related to data protection or data security could lead to liabilities, administrative penalties or other regulatory actions, which could negatively affect the TAG Business’s operating results, business, and prospects.”

Both the scope of the laws and regulations and the intensity of the supervision to which the TAG Business is subject have increased over time, in response to financial crises as well as other factors such as technological and market changes. Regulatory enforcement and fines have also increased across the financial services sector in Hong Kong, China, and the other markets where the TAG Business operates. The management of the TAG Business expects that its business will remain subject to extensive regulation and supervision. These regulatory changes could result in an increase in the TAG Business’s regulatory compliance burden and associated costs and place restrictions on its operations. The TAG Business’s failure to comply with applicable licensing requirements and relevant laws and regulations could lead to, among other things:

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

•        damage to its reputation in the industry;

•        governmental investigations and enforcement actions;

•        administrative fines and penalties and litigation;

•        civil and criminal liability, including class action lawsuits;

•        increased costs of doing business;

•        diminished ability to sell financial products;

•        inability to raise capital; and

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

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

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

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

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

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

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

For example, the regulatory framework governing financial technology services is unclear and evolving. New laws or regulations may be promulgated, which could impose new requirements or prohibitions that render the TAG Business’s current operations or technologies non-compliant. In addition, due to uncertainties and complexities of the regulatory environment, it cannot be assured that regulators will interpret laws and regulations the same way as the TAG Business does, or that the TAG Business will always be in full compliance with applicable laws and regulations. To remedy any

violations, the TAG Business may be required to modify its business models, solutions, and technologies in ways that render its solutions less appealing to potential customers. The TAG Business may also become subject to fines or other penalties, or, if the TAG Business determines that the requirements to operate in compliance are overly burdensome, it may elect to terminate potentially non-compliant operations. In each such case, the TAG Business’s business, financial condition and results of operations may be materially and adversely affected.

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

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

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

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

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

Fluctuations in exchange rates could have a material adverse effect on the TAG Business’s results of operations and the price of the Post-Combination Company’s shares.

The value of the Hong Kong dollar against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in Hong Kong and China and by Hong Kong and China’s foreign exchange policies. Presently, the value of the Hong Kong dollar is pegged to the U.S. Dollar. However, on July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. Dollar, and the Renminbi appreciated more than 20% against the U.S. Dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. Dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. Dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up its Special Drawing Rights, or the SDR, and decided that with effect from October 1, 2016, the Renminbi is considered to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. Dollar, the Euro, the Japanese yen and the British pound. In the fourth quarter of 2016, the Renminbi depreciated significantly in the backdrop of a surging U.S. Dollar and persistent capital outflows out of China. With the development of the foreign exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes to its exchange rate system. Given the political uncertainty surrounding Hong Kong, there can be no assurance that the Hong Kong

dollar will remain pegged to the U.S. Dollar and that it will not appreciate or depreciate significantly in value against the U.S. Dollar in the future. It is difficult to predict how market forces or Hong Kong, PRC, or U.S. government policies may affect the exchange rate between the Hong Kong dollar and the U.S. Dollar in the future.

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

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

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

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

Russia’s invasion of Ukraine may present risks to the TAG Business’s operations and investments.

Russia’s recent military interventions in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the value of the TAG Business’s investments, even though the TAG Business does not have any direct exposure to Russia or the adjoining geographic regions. The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. Neither AGBA nor TAG can predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control. Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of the TAG Business.

Risk Factors Relating to AGBA’s Business

AGBA will be forced to liquidate the trust account if it cannot consummate a business combination by November 16, 2022. In the event of a liquidation, AGBA’s public shareholders will receive US$11.39 per share and the AGBA Rights will expire worthless.

Since inception and as of the date of this proxy statement, AGBA has extended the period of time to consummate a business combination ten times (for a total of up to 39 months to complete a business combination), including three times approved by shareholders on February 5, 2021, two times by shareholders on November 2, 2021, and two times by shareholders on May 3, 2022, by an additional three months each time. As a result, it now has until November 16, 2022, to consummate a business combination. If AGBA is unable to consummate a business combination by November 16, 2022, and is forced to liquidate, then the per-share liquidation distribution will be approximately US$11.39. Furthermore, there will be no distribution with respect to the AGBA Rights, which will expire worthless as a result of AGBA’s failure to consummate a business combination.

Nasdaq may delist AGBA’s securities from its exchange which could limit investors’ ability to make transactions in its securities and subject AGBA to additional trading restrictions.

On May 16, 2022, AGBA received a notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless AGBA timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), AGBA’s securities (units, ordinary shares, warrants, and rights) would be subject to suspension and delisting from The Nasdaq Capital Market at the opening of business on May 25, 2022 due to AGBA’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company, like AGBA, must complete one or more business combinations within 36 months of the effectiveness of its registration statement in connection with its initial public offering. Since AGBA’s registration statement for its initial public offering became effective on May 14, 2019, it was required by this rule to complete its initial business combination by no later than May 14, 2022.

On May 19, 2022, AGBA requested a hearing before the Panel, resulting in a stay of any suspension or delisting action pending the hearing. On June 16, 2022, AGBA management and representatives of TAG together with their respective counsel participated in a hearing before the Panel. At the hearing, AGBA requested a 180-day extension for it to complete the Business Combination. On June 23, 2022, AGBA received notice from Nasdaq Office of General Counsel that the Panel has granted AGBA’s request for continued listing on Nasdaq through November 14, 2022. The Panel’s decision is subject to, among other things, (i) AGBA holding a shareholders’ meeting and obtaining shareholders’ approval for a business combination on or before October 31, 2022; (ii) AGBA’s completion of the business combination transaction on or before November 14, 2022; and (iii) AGBA’s demonstration of compliance with all initial listing standards required by The Nasdaq Capital Market on or before November 14, 2022. Should AGBA fail to meet any of these conditions, AGBA’s securities may be delisted and that could limit investors’ ability to make transactions in its securities and subject AGBA to additional trading restrictions.

There is uncertainty regarding AGBA’s ability, in the aggregate, to continue as a going concern, indicating the possibility that it may be required to curtail or discontinue our operations in the future. If AGBA discontinues its operations, you may lose all of your investment.

As of June 30, 2022, AGBA had cash outside our trust account of US$85,619 available for working capital needs. All remaining cash was held in the trust account and is generally unavailable for AGBA’s use, prior to the business combination. If AGBA’s estimates of the costs of consummating the Business Combination is less than the actual amount necessary to do so, or the amount of interest available to AGBA from the trust account is less than AGBA expects as a result of the current interest rate environment, AGBA may have insufficient funds available to operate AGBA’s business prior to the Business Combination. If AGBA is unable to raise additional capital, AGBA may be required to take additional measures to conserve liquidity which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses from the filing date of this proxy, assuming that a business combination is not consummated during that time. AGBA cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about AGBA’s ability, in the aggregate, to continue as a going concern if a business combination is not consummated by November 16, 2022.

Moreover, AGBA may need to obtain additional financing either to consummate the Business Combination or because it becomes obligated to redeem a significant number of AGBA Shares upon consummation of the Business Combination, in which case AGBA may issue additional securities or incur debt in connection with the Business Combination. Subject to compliance with applicable securities laws, AGBA would only consummate such financing simultaneously with the consummation of the Business Combination. Following the Business Combination, if cash on hand is insufficient, AGBA may need to obtain additional financing in order to meet its obligations, and there is no assurance that such financing can be obtained on favorable terms, or at all.

AGBA’s Private Warrants are accounted for as liabilities, and any resulting changes in value of the warrants could have a material effect on its financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain provisions that provided for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant, which terms are similar to those contained in the warrant agreement governing AGBA’s warrants. As a result of the SEC Statement, AGBA reevaluated the accounting treatment of the Private Warrants. AGBA previously accounted for the Private Warrants as components of equity.

In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity (“ASC 815”), AGBA concluded that a provision in the warrant agreement related to certain transfer provisions precludes the Private Warrants from being accounted for as components of equity. As the Private Warrants meet the definition of a derivative as contemplated in ASC 815, the Private Warrants should be recorded as derivative liabilities on the balance sheet and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the Statements of Operations in the period of change.

AGBA Shares subject to redemption are classified as outside permanent equity and the changes in classification could have a material effect on AGBA’s financial results.

In preparation of AGBA’s financial statements as of and for the year ended December 31, 2021, AGBA concluded it should restate its financial statements to classify all ordinary shares subject to possible redemption as temporary equity. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, ASC Topic 480, Distinguishing Liabilities from Equity (ASC 480), paragraph 10-S99, redemption provisions not solely within the control of AGBA require AGBA Shares subject to redemption to be classified outside of permanent equity. AGBA had previously classified a portion of AGBA Shares as permanent equity. Although AGBA did not specify a maximum redemption threshold, its charter provides that currently, AGBA will not redeem its public shares in an amount that would cause its net tangible assets to be less than US$5,000,001. AGBA considered that the threshold would not change the nature of the underlying shares as redeemable and thus would be required to be disclosed outside equity. As a result, AGBA restated its previously filed financial statements to classify all ordinary shares as temporary equity and to recognize accretion from the initial book value to redemption value at the time of its IPO and in accordance with ASC 480. The change in the carrying value of redeemable shares of ordinary shares resulted in charges against accumulated deficit.

AGBA has identified its previous accounting of the Private Warrants as a material weakness in its internal control over financial reporting as of December 31, 2021 and 2020. If AGBA is unable to develop and maintain an effective system of internal control over financial reporting, AGBA may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in AGBA and materially and adversely affect AGBA’s business and operating results.

Following the issuance of the SEC Statement, AGBA’s management and audit committee concluded that, in light of the SEC Statement, it was appropriate to restate AGBA’s previously issued audited financial statements as of and for the years ended December 31, 2021 and 2020. See “— AGBA’s Private Warrants are accounted for as liabilities and the changes in value of the warrants could have a material effect on AGBA’s financial results.” As part of such process, AGBA identified a material weakness in our internal controls over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of AGBA’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for AGBA to provide reliable financial reports and prevent fraud. AGBA continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If AGBA identifies any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of AGBA’s accounts or disclosures that could result in a material misstatement of AGBA’s annual or interim financial statements. In such case, AGBA may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in AGBA’s financial reporting and the stock price of AGBA Shares may decline as a result. AGBA cannot assure you that the measures AGBA has taken to date, or any measures AGBA may take in the future, will be sufficient to avoid potential future material weaknesses.

AGBA may face litigation and other risks as a result of the material weakness, identified in the previous accounting of the Private Warrants, in our internal control over financial reporting.

Following the issuance of the SEC Statement, AGBA’s management and audit committee concluded that it was appropriate to restate our previously issued audited financial statements as of December 31, 2020. See “— AGBA’s Private Warrants are accounted for as liabilities and the changes in value of the warrants could have a material effect on AGBA’s financial results.” As part of such restatement, AGBA identified a material weakness in the internal controls over financial reporting. As a result of such material weakness, the restatement described above, the change

in accounting for the warrants, and other matters raised or that may in the future be raised by the SEC, AGBA faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in its internal control over financial reporting and the preparation of its financial statements. As of the date of this proxy, AGBA has no knowledge of any such litigation or dispute arising due to restatement or material weakness of the internal controls over financial reporting. However, AGBA can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on AGBA’s business, results of operations and financial condition or the ability to complete a business combination.

If third parties bring claims against AGBA, the proceeds held in trust could be reduced and the per-share liquidation price received by AGBA’s shareholders may be less than US$11.39.

AGBA’s placing of funds in trust may not protect those funds from third party claims against AGBA. Although AGBA has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of AGBA’s public shareholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of AGBA’s public shareholders. If AGBA liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, AGBA Holding has contractually agreed that it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, AGBA cannot assure you that AGBA Holding will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our shareholders may be less than US$11.39 due to such claims.

Additionally, if AGBA is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in AGBA’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, AGBA may not be able to return US$11.39 per-share to our public shareholders.

Any distributions received by AGBA shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, the value of AGBA’s liabilities exceeds it assets and/or AGBA was unable to pay its debts as they fell due.

AGBA’s Existing Charter provides that it will continue in existence only until November 16, 2022. If AGBA is unable to consummate a transaction within the required time periods, upon notice from AGBA, the trustee of the trust account will distribute the amount in its trust account to its public shareholders. Concurrently, AGBA shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although AGBA cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpose, AGBA Holding have contractually agreed that, if it liquidates prior to the consummation of a business combination, they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by AGBA for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver.

Thereafter, AGBA’s sole business purpose will be to dissolve through the voluntary liquidation procedure under the BVI Companies Law. In such a situation under the BVI Companies Law, a liquidator would be appointed and within 14 days file a notice of appointment, declaration of solvency made by the directors, and a copy of the liquidation plan. Also within 30 days of commencement of the liquidation the liquidator would advertise notice of his/her appointment by placing a public advertisement in one newspaper published and circulating in the BVI and at least one newspaper circulating in the place outside the BVI where it has its place of business, although in practice this advertising requirement need not necessarily delay the distribution of assets, as the liquidator may be satisfied that no creditors would be adversely affected as a consequence of a distribution before this advertising period has expired. As soon as the affairs of AGBA are fully wound-up, the liquidator must make a return to the BVI Registrar of Corporate Affairs confirming the date on which the liquidation was completed and requesting a certificate of dissolution. Immediately

following the issue of the certificate of dissolution the liquidator shall publish in the BVI Official Gazette a notice that AGBA has been struck off the Register of Companies and is dissolved. It is AGBA’s intention to liquidate the trust account to its public shareholders as soon as reasonably possible and AGBA’s insiders have agreed to take any such action necessary to liquidate the trust account and to dissolve AGBA as soon as reasonably practicable if AGBA does not consummate a business combination within the required time period. Pursuant to AGBA’s Existing Charter, failure to consummate a business combination by November 16, 2022 will trigger an automatic winding up of AGBA.

If AGBA is forced to enter into an insolvent liquidation, then any distributions received by AGBA shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made the value of AGBA’s liabilities exceeds its assets and/or AGBA was unable to pay its debts as they fell due. As a result, a liquidator could seek to recover all amounts received by AGBA’s shareholders. Furthermore, AGBA’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and AGBA to claims of damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. AGBA cannot assure you that claims will not be brought against it for these reasons.

If AGBA’s due diligence investigation of the TAG Business was inadequate, then shareholders of AGBA following the Business Combination could lose some or all of their investment.

Even though AGBA conducted a due diligence investigation of the TAG Business, it cannot be sure that this diligence uncovered all material issues that may be present inside the TAG Business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the TAG Business’s and outside of its control will not later arise.

AGBA’s directors and officers have certain conflicts in determining to recommend the acquisition of the TAG Business, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

AGBA’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the AGBA Shares owned by AGBA’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and AGBA otherwise fails to consummate a business combination prior to its liquidation date.

If a business combination is not completed by November 16, 2022, the Sponsor will lose a combined aggregate amount of approximately US$22.4 million, including the ordinary shares, Private Placement Units, and unsecured promissory notes held by the Sponsor and all other advances and expenses paid by the Sponsor, based on the closing price of the ordinary shares at US$11.40 per share on August 30, 2022. Because of these interests, AGBA’s Initial Shareholders could benefit from the completion of a business combination that is not favorable to its public shareholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to public shareholders rather than liquidate. For example, if the share price of the ordinary shares declined to US$5.00 per share after the close of the Business Combination, AGBA’s public shareholders who purchased shares in the IPO, would have a loss of US$5.00 per share, while AGBA’s Sponsor would have a gain of US$4.98 per share because it acquired the Insider Shares for a nominal amount. In other words, AGBA’s Initial Shareholders can earn a positive rate of return on their investment even if public shareholders experience a negative rate of return in the Post-Combination Company. See “Interests of Certain Persons in the Business Combination.”

All of AGBA’s officers and directors own AGBA Shares and AGBA Rights, which will not participate in liquidation distributions and, therefore, such officers and directors will have a conflict of interest in determining whether the business combination is appropriate.

All of AGBA’s Initial Shareholders, including its officers and directors own an aggregate of 1,150,000 AGBA Shares and 225,000 AGBA Units. Our Initial Shareholders have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the trust account if AGBA is unable to consummate a business combination. Accordingly, the AGBA Shares, as well as the AGBA Units purchased by our officers or directors, will be worthless if AGBA does not consummate a business combination. Based on a market price of US$11.29 per one AGBA Share on May 12, 2022, and US$10.70 per one AGBA Unit on May 12, 2022, the aggregate value of these shares and units was approximately US$15.4 million. The AGBA Shares acquired prior to the IPO, as well as the AGBA Units will be worthless if AGBA does not consummate a business combination. Consequently, our

directors’ and officers’ discretion in identifying and selecting the TAG Business as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in AGBA’s shareholders’ best interest.

AGBA is requiring shareholders who wish to redeem their ordinary shares in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

AGBA is requiring public shareholders who wish to redeem their ordinary shares to either tender their certificates to our Transfer Agent at any time at or prior to the extraordinary general meeting or to deliver their shares to the Transfer Agent electronically using the Depository Trust Company’s, or DTC, DWAC (deposit/withdrawal at custodian) system. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and AGBA’s Transfer Agent will need to act to facilitate this request. It is AGBA’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC system, we cannot assure you of this fact. Accordingly, if it takes longer than AGBA anticipates for shareholders to deliver their ordinary shares, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares.

AGBA will require its public shareholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If AGBA requires public shareholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, AGBA will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their ordinary shares in such a circumstance will be unable to sell their securities after the failed acquisition until AGBA has returned their securities to them. The market price for AGBA Shares may decline during this time holders of such shares may not be able to sell their securities when they wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

AGBA’s Initial Shareholders, including its officers and directors, control a substantial interest in AGBA and thus may influence certain actions requiring a shareholder vote.

As of the Record Date, AGBA’s Initial Shareholders, including all of its officers and directors, collectively own approximately 29.0% of its issued and outstanding ordinary shares. However, if a significant number of shareholders vote, or indicate an intention to vote, against the Business Combination, AGBA’s officers, directors, Initial Shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. AGBA’s Initial Shareholders have agreed to vote any shares they own in favor of the Business Combination.

AGBA’s Initial Shareholders who hold Insider Shares and Private Placement Units may receive a positive return on the Insider Shares and Private Placement Units even if public stockholders experience a negative return on their investment after consummation of the Business Combination.

If we are able to complete the proposed Business Combination by November 16, 2022, our Initial Shareholders who hold Insider Shares and Private Placement Units may receive a positive return on their investments which were acquired prior to our IPO, even if our public stockholders experience a negative return on their investment in AGBA Shares after consummation of the Business Combination.

Even if we consummate the Business Combination, the Public Warrants may never be in the money, and they may expire worthless.

The exercise price for AGBA Warrants is US$11.50 per share. There can be no assurance that the Public Warrants will be in the money prior to their expiration and, as such, the warrants may expire worthless. The terms of AGBA Warrants may be amended in a manner that may be adverse to the holders. The warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and AGBA, dated May 14, 2019 (the “Warrant Agreement”) provides

that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of a majority of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, AGBA may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then-outstanding Public Warrants approve of such amendment. Our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding Public Warrants is unlimited. Examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of AGBA Shares purchasable upon exercise of a warrant.

AGBA may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

AGBA has the ability to redeem outstanding warrants (excluding any Private Warrants held by our Sponsor or its permitted transferees) at any time after they become exercisable and prior to their expiration, at US$0.01 per warrant, provided that the last reported sales price (or the closing bid price of our common stock in the event the shares of our common stock are not traded on any specific trading day) of the common stock equals or exceeds US$18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and the like) on each of 20 trading days within the 30 trading-day period ending on the third business day prior to the date on which we send proper notice of such redemption; provided that, on the date we give notice of redemption and during the entire period thereafter until the time we redeem the warrants, we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. In the event AGBA shall elect to redeem outstanding warrants, AGBA shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the AGBA not less than 30 days prior to the date fixed for redemption to the registered holders of the warrants to be redeemed at their last addresses as they shall appear on the warrant register. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given. Redemption of the outstanding warrants could force a warrant holder: (i) to exercise its warrants and pay the exercise price therefor at a time when it may be disadvantageous for it to do so, (ii) to sell its warrants at the then-current market price when it might otherwise wish to hold its warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, will be substantially less than the market value of its warrants.

If AGBA’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of AGBA’s securities.

AGBA’s Initial Shareholders are entitled to make a demand that AGBA registers the resale of their Insider Shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of the Private Placement Units and our Initial Shareholders, officers and directors are entitled to demand that we register the resale of the shares underlying the Private Placement Units, private warrants and private rights and any securities our Initial Shareholders, officers, directors or their affiliates may be issued in payment of working capital loans made to us at any time after we consummate a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,375,000 AGBA Shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of AGBA’s securities.

AGBA will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

AGBA is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. AGBA’s public shareholders therefore, must rely solely on the judgment of AGBA’s board of directors. In analyzing the Business Combination, the AGBA Board conducted due diligence on the TAG Business. The AGBA Board also consulted with AGBA’s management and legal counsel, financial and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “The Business Combination Proposal — AGBA’s Board of Director’s Reasons for the Approval of the Business Combination,” and concluded that the Business Combination was in the best interest of AGBA shareholders. The AGBA Board believes that because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders and that the Company’s fair

market value was at least 80% of the value of the Trust Account (excluding any taxes payable on interest earned). Accordingly, investors and public shareholders will be relying solely on the judgment of the AGBA Board in valuing the TAG Business, and the AGBA Board may not have properly valued such businesses. As a result, the terms may not be fair from a financial point of view to the public shareholders. The lack of a fairness opinion may also lead an increased number of AGBA public shareholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact AGBA’s ability to consummate the Business Combination.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of AGBA’s securities may decline.

The market price of AGBA’s securities may decline as a result of the Business Combination if:

•        AGBA does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

AGBA has no operating or financial history and our results of operations and those of the Post-Combination Company may differ significantly from the unaudited pro forma financial data included in this proxy statement.

We are a blank check company and we have no operating history and no revenues. This proxy statement includes unaudited pro forma condensed combined financial statements for the Post-Combination Company. The unaudited pro forma combined balance sheet as of June 30, 2022 gives pro forma effect to the Business Combination as if it had been consummated as of that date. The unaudited pro forma combined statements of operations for the six months ended June 30, 2022 give pro forma effect to the Business Combination as if it had occurred as of January 1, 2022. This information should be read together with the TAG Business’s and AGBA’s respective audited and unaudited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TAG Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AGBA” and other financial information included elsewhere in this proxy statement.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only, are based on certain assumptions, address a hypothetical situation and reflect limited historical financial data. Therefore, the unaudited pro forma condensed combined financial statements are not necessarily indicative of the results of operations and financial position that would have been achieved had the Business Combination been consummated on the dates indicated above, or the future consolidated results of operations or financial position of the Post-Combination Company. Accordingly, the Post-Combination Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this proxy statement. For more information, please see the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

AGBA is an “emerging growth company” and a “smaller reporting company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

AGBA is an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” for up to five years — i.e., until the fiscal year ended December 31, 2024. However, if its non-convertible debt issued within a three-year period or revenues exceeds US$1.07 billion, or the market value of its ordinary shares that are held by non-affiliates exceeds US$700 million on the last day of the second fiscal quarter of any given fiscal year, AGBA would cease to be an emerging growth company as of the following fiscal year.

As an emerging growth company, AGBA is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, AGBA has elected to delay the adoption of new or revised accounting standards that have

different effective dates for public and private companies until those standards apply to private companies. As such, AGBA’s financial statements may not be comparable to companies that comply with public company effective dates. As a result, potential investors may be less likely to invest in our securities. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds US$250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled or exceeded US$100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds US$700 million as of the end of that year’s second fiscal quarter. To the extent that we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Risk Factors Relating to the Business Combination

Going public through a merger rather than an underwritten offering presents risks to unaffiliated investors. Subsequent to completion of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, restructure its operations, or take impairment of other charges, any of which could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Going through a merger rather than an underwritten offering, as the TAG Business is seeking to do through the Business Combination, presents risks to unaffiliated investors. Such risks include the absence of a due diligence investigation conducted by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement. Although AGBA has conducted due diligence on the TAG Business, AGBA cannot assure you that this due diligence has identified all material issues that may be present in the TAG Business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the TAG Business’ business or the AGBA business, and outside the control of the TAG Business or the control of AGBA will not later arise. As a result of these factors, the Post-Combination Company may be forced to later write-down or write-off assets, restructure operations, or incur impairments or other charges that could result in reporting losses. Even if AGBA’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with AGBA’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on the Post-Combination Company’s liquidity, the fact that AGBA reports charges of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. Accordingly, any of AGBA’s shareholders who choose to remain shareholders of the Post-Combination Company could suffer a reduction in the value of their shares and these shareholders are unlikely to have a remedy for the reduction in value.

AGBA and TAG have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Post-Combination Company if the Business Combination is consummated or by AGBA if the Business Combination is not consummated.

AGBA and TAG expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, AGBA expects to incur approximately US$500,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by the Post-Combination Company if the Business Combination is consummated or by AGBA if the Business Combination is not consummated. If the Business Combination is not consummated, AGBA may not have sufficient funds to seek an alternative business combination before November 16, 2022 and may be forced to liquidate and dissolve.

If the Acquisition Merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, holders of the TAG Business Shares receiving the AGBA Shares in connection with the Business Combination may incur substantially greater U.S. federal income tax liability as a result of the Business Combination.

AGBA and TAG intend for the Acquisition Merger to be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. However, neither AGBA nor TAG has requested, or intends to request, an opinion of tax counsel or a ruling from the IRS, with respect to the tax consequences of the Acquisition

Merger, and there can be no assurance that the companies’ position would be sustained by a court if challenged by the IRS. Accordingly, if the IRS or a court determines that the Acquisition Merger does not qualify as a reorganization under Section 368(a) of the Code and is therefore fully taxable for U.S. federal income tax purposes, persons receiving the AGBA Shares in connection with the Business Combination generally would recognize taxable gain or loss on their receipt of the same in connection with the Business Combination. For a more complete discussion of the U.S. federal income tax consequences of the Business Combination, see the section titled, “Material U.S. Federal Income Tax Consequences of the Business Combination.” The tax-free nature of the Acquisition Merger or any transaction contemplated in the Business Combination Agreement is not a condition to the closing of the Business Combination.

In the event that a significant number of AGBA Shares are redeemed, its shares may become less liquid following the Business Combination.

If a significant number of AGBA Shares are redeemed, AGBA may be left with a significantly smaller number of shareholders. As a result, trading in the shares of the Post-Combination Company following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. Nasdaq may not list AGBA Shares on its exchange, which could limit investors’ ability to make transactions in AGBA’s securities and subject AGBA to additional trading restrictions.

The Post-Combination Company will be required to meet the initial listing requirements to be listed on Nasdaq, and it may not be able to meet those initial listing requirements. Even if the Post-Combination Company’s securities are so listed, it may be unable to maintain the listing of its securities in the future.

If the Post-Combination Company fails to meet the initial listing requirements and Nasdaq removes its securities from its exchange, the Post-Combination Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        a limited amount of news and analyst coverage for the company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

If the TAG Business fails to maintain an effective system of internal controls, then the Post-Combination Company may be unable to accurately report its results of operations, meet its reporting obligations, or prevent fraud.

Following the Business Combination, the Post-Combination Company will be a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that it include a report of management on its internal control over financial reporting in its annual report on Form 10-K. The Post-Combination Company management may conclude that its internal control over financial reporting, based on those internal controls implemented by the TAG Business prior to the Business Combination, is not effective to meet these new requirements. Moreover, even if the Post-Combination Company’s management concludes that its internal control over financial reporting is effective, its independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with the company’s internal controls or the level at which its controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from management. In addition, as a public company, the Post-Combination Company will have reporting obligations that may place a significant strain on management, operational, and financial resources and systems for the foreseeable future. The Post-Combination Company may be unable to timely complete its evaluation testing and any required remediation.

If the Post-Combination Company fails to achieve and maintain an effective internal control environment, it could suffer material misstatements in its financial statements and fail to meet its reporting obligations, which would likely cause investors to lose confidence in its reported financial information. This could in turn limit its access to capital markets, harm its results of operations, and lead to a decline in the trading price of its shares. Additionally, ineffective internal control over financial reporting could expose the Post-Combination Company to increased risk of fraud or misuse of corporate assets and subject it to potential delisting from Nasdaq, regulatory investigations, and/or civil or criminal sanctions.

We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), and ultimately prohibited or subject to certain conditions to obtain CFIUS clearance.

Our sponsor, AGBA Holding Limited, a BVI company, is controlled and owned by Samuel Chan, a non-U.S. person. We are therefore likely considered a “foreign person” under the regulations administered by CFIUS and will continue

to be considered as such in the future for so long as our sponsor has the ability to exercise control over us for purposes of CFIUS’s regulations. As such, an initial business combination with a U.S. business may be subject to CFIUS review, the scope of which was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If our target company is a U.S. company and our potential initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. Both TAG International Limited and TAG Asia Capital Holdings Limited are BVI companies, and after the OPH Merger, are controlled by TAG Holdings Limited, another BVI company.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our initial business combination. If we cannot complete our initial business combination by November 16, 2022 because the review process drags on beyond such timeframe or because our initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $[11.39] per share, and our warrants and rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

The Post-Combination Company will incur significant costs and management resources as a result of operating as a public company in the United States.

As a public company in the United States, the Post-Combination Company will incur significant legal, accounting, compliance, and other expenses, and these expenses may increase even more after it is no longer an “emerging growth company.” The TAG Business’s management and other personnel, who are anticipated to continue their current roles following the Business Combination, will need to devote a substantial amount of time and incur significant expense in connection with compliance initiatives. For example, in anticipation of becoming a public company in the United States, the Post-Combination Company will need to ensure that its internal controls and disclosure controls and procedures are compliant with applicable regulations, that it has retained a transfer agent, and has adopted an insider trading policy. As a U.S. public company, the Post-Combination Company will bear all of the internal and external costs of preparing and distributing periodic public reports in compliance with its obligations under the securities laws.

In addition, regulations and standards relating to corporate governance and public disclosure and the related rules and regulations implemented by the SEC and Nasdaq, have increased legal and financial compliance costs and will make some compliance activities more time-consuming. The TAG Business and AGBA expect that the Post-Combination Company will invest resources to comply with evolving laws, regulations, and standards, and this investment will result in increased general and administrative expenses and may divert management’s time and attention from the Post-Combination Company’s other business activities. If the Post-Combination Company’s efforts to comply with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against the Post-Combination Company, and its business may be harmed. In the future, it may be more expensive or more difficult for the Post-Combination Company to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the Post-Combination Company to attract and retain qualified members of its board of directors, particularly to serve on its audit committee and remuneration committee, and qualified executive officers.

AGBA may waive one or more of the conditions to the Business Combination Agreement without resoliciting shareholder approval for the Business Combination.

AGBA may agree to waive, in whole or in part, some of the conditions to its obligations in the Business Combination Agreement to consummate the Business Combination, to the extent permitted by applicable laws. The board of directors of AGBA will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and resolicitation of proxies is warranted.

There will be a substantial number of AGBA Shares available for sale in the future that may adversely affect the market price of AGBA Shares.

AGBA currently is authorized to issue 100,000,000 ordinary shares at US$0.001 par value per share. Pursuant to the Business Combination Agreement, AGBA will issue 55,500,000 ordinary shares to TAG in consideration for the transactions contemplated therein. Following the Closing, TAG intends to distribute the AGBA Shares comprising 100% of the Aggregate Stock Consideration pro rata to the ultimate beneficial shareholders of TAG. Accordingly, following the Business Combination, there will then be an additional approximately 55,500,000 shares that are eligible for trading in the public market. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of the Post-Combination Company’s shares.

AGBA’s shareholders will experience immediate dilution as a consequence of the issuance of ordinary shares as consideration in the Business Combination. Having a minority share position may reduce the influence that AGBA’s current shareholders have on the management of the Post-Combination Company.

It is anticipated that, upon consummation of the Business Combination, AGBA’s existing shareholders, including the Sponsor, will own approximately 8.06% of the issued Post-Combination Company’s ordinary shares, and TAG will, prior to its post-Closing distribution of the entire Aggregate Stock Consideration pro rata to its ultimate beneficial shareholders, own approximately 85.68% of the issued Post-Combination Company’s ordinary shares (comprising 100% of the Aggregate Stock Consideration). These relative percentages assume that (i) none of AGBA’s existing public shareholders exercise their redemption rights, as discussed herein, (ii) there is no exercise or conversion of AGBA Warrants, and (iii) all Holdback Shares held back for indemnification purposes under the Business Combination Agreement will be released to TAG on the last day of the survival period (i.e. six months following the Closing). If any of AGBA’s existing public shareholders exercise their redemption rights, the anticipated percentage ownership of AGBA’s existing shareholders will be reduced. You should read “Summary of the Proxy Statement — The Business Combination Proposal” and “Unaudited Pro Forma Condensed Combined Financial Statements” for further information.

If AGBA’s security holders exercise their registration rights with respect to their securities or the holders of our public warrants exercise their warrants, such exercise may have an adverse effect on the market price of Post-Combination Company’s securities.

AGBA’s Initial Shareholders are entitled to make a demand that AGBA registers the resale of their Insider Shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, our Initial Shareholders, including the Sponsor are entitled to demand that we register the resale of the shares underlying the Private Placement Units and any securities that may be issued to our Initial Shareholders, officers, directors or their affiliates in payment of working capital loans at any time upon or after we consummate a business combination. If such persons exercise their registration rights with respect to their securities, then there will be an additional [•] shares of Post-Combination Company’s ordinary shares eligible for trading in the public market. The presence of these additional shares of Post-Combination Company’s ordinary shares trading in the public market may have an adverse effect on the market price of Post-Combination Company’s ordinary shares after the consummation of the Business Combination.

Further, all outstanding public warrants will continue to be outstanding notwithstanding the actual redemptions. The value of our outstanding warrants was approximately US$241,250 based on the closing price of the warrants US$0.05 on the Nasdaq Capital Market as of August 30, 2022. The potential for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants could make the Post-Combination Company less attractive to investors. Any such issuance will increase the number of issued and outstanding ordinary shares and reduce the value of the outstanding ordinary shares. Therefore, the outstanding warrants could have the effect of depressing AGBA and Post-Combination Company’s share price.

Shareholder litigation and regulatory inquiries and investigations are expensive and could harm AGBA’s business, financial condition and operating results and could divert management attention.

In the past, securities class action litigation and/or shareholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any shareholder litigation and/or regulatory investigations against AGBA, whether or not resolved in AGBA’s favor, could result in substantial costs and divert AGBA’s management’s attention from other business concerns, which could adversely affect AGBA’s business and cash resources and the ultimate value AGBA’s shareholders receive as a result of the Business Combination.

The interests of members of the Legacy Group may conflict with the interests of the TAG Business and the interests of the Post-Combination Company’s shareholders. Conflicts of interest between members of the Legacy Group, on the one hand. and the Post-Combination Company, on the other, could be resolved in a manner unfavorable to the Post-Combination Company and its public shareholders.

Various conflicts of interest between the Post-Combination Company, on the one hand, and members of the Legacy Group, on the other, could arise. Ownership interests of directors, officers, or shareholders of the Legacy Group in the Post-Combination Company’s common shares and ownership interests of the Post-Combination Company’s directors and officers in the Legacy Group’s stock, or a person’s service either as a director or officer of both companies or another member of the Legacy Group, could create or appear to create potential conflicts of interest when those directors, officers, or shareholders are faced with decisions relating to the Post-Combination Company. These decisions could include:

•        corporate opportunities;

•        the impact that operating decisions for the business of the TAG Business may have on the Legacy Group’s financial results;

•        differences in tax positions between the Legacy Group and the Post-Combination Company;

•        future, potential commercial arrangements between members of the Legacy Group and the Post-Combination Company or between members of the Legacy Group and third parties;

•        business combinations involving the Post-Combination Company;

•        the dividend policy of the Post-Combination Company;

•        management stock ownership; and

•        intercompany agreements between the Post-Combination Company and members of the Legacy Group.

Following the Business Combination, Ng Wing Fai, Wong Suet Fai Almond, Brian Chan, Thomas Ng, and Felix Wong will serve on the board of directors of the Post-Combination Company, and Ng Wing Fai will become the Chairman of the Post-Combination Company. See “Directors, Executive Officers, and Corporate Governance — Directors and Executive Officers after the Business Combination.” At the same time, Mr. Ng Wing Fai and Ms. Wong Suet Fai Almond will retain executive management positions with the Legacy Group. See “Directors, Executive Officers, and Corporate Governance — Directors and Executive Officers of the TAG Business.” Their positions within the Legacy Group create, or may create the appearance of, conflicts of interest when these individuals are faced with decisions that could have different implications for the Legacy Group than the decisions have for the Post-Combination Company. Although the proposed Fifth Amended and Restated Memorandum and Articles of Association for the Post-Combination Company require directors to disclose interests that they may have in a transaction to be entered into by the Post-Combination Company, such directors are permitted to vote on a matter relating to such transaction, and there is no assurance that such potential conflicts of interest may be resolved favorably for the Post-Combination Company, or at all.

Furthermore, disputes may arise between members of the Legacy Group and the Post-Combination Company relating to their past and ongoing relationship, and these potential conflicts of interest may make it more difficult for the Post-Combination Company to favorably resolve such disputes, including those related to:

•        tax, employee benefits, indemnification, and other matters arising from the Business Combination;

•        the nature, quality, and pricing of services that members of the Legacy Group agree to provide to the Post-Combination Company; and

•        business combinations involving the Post-Combination Company.

Certain subsidiaries of the TAG Business have entered into service agreements with subsidiaries of the Legacy Group for the provision of administrative services, and these arrangements will continue following the Business Combination. The Post-Combination Company may not have the leverage to negotiate amendments to its agreements with members of the Legacy Group, if required, on terms as favorable to the Post-Combination Company as those it would negotiate with an unaffiliated third party. See the section entitled “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business” for details of the existing inter-company services agreements.

If any member of the Legacy Group becomes the subject of litigation, regulatory proceedings, or other claims, or is subject to remedies in respect of such litigation or proceedings, even if not directly related to the business of the Post-Combination Company, the business, operating results, and financial condition of the Post-Combination Company could be adversely impacted, either operationally or reputationally.

The TAG Business relies on members of the Legacy Group for a number of services, including human resources, information services, and other corporate support services. See “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business.” Furthermore, the TAG Business relies on its access to, and the value of, the Legacy Group’s customer reach and cross selling opportunities. If any member of the Legacy Group becomes subject to litigation, regulatory proceedings, or other claims or is subject to remedies in respect of such litigation or proceedings, the Post-Combination Company may also be affected, directly or indirectly, whether or not related to its operations. Any negative publicity or increased regulatory scrutiny related to any member of the Legacy Group could adversely affect the reputation and brand of the TAG Business and could potentially lead to increased regulatory or litigation exposure for the Post-Combination Company. Third parties may also seek to hold the Post-Combination Company responsible for liabilities of members of the Legacy Group and, if the Post-Combination Company is ultimately held liable for them, there can be no assurance that the Post-Combination Company will be able to recover any resulting losses from any member of the Legacy Group. This could adversely affect the Post-Combination Company’s operations, financial condition, and reputation.

The Post-Combination Company does not have independent history as a separate public company and historically has relied on the Legacy Group for financial, operational and managerial resources.

In the past, the operations of OPH, Fintech, and their subsidiaries have been a part of the Legacy Group, and the Legacy Group provided them with certain financial, operational, and managerial resources for conducting its business. Following the Business Combination, while a number of these resources will continue to be at the Legacy Group and used to provide services to the Post-Combination Company, the Post-Combination Company will perform certain of its own financial, operational, and managerial functions. There are no assurances that the Post-Combination Company will be able to successfully put in place the financial, operational, and managerial resources necessary to perform these functions.

The Post-Combination Company will have access to services from certain members of the Legacy Group relating to several important corporate functions, such as the provision of office space and of human services and other administrative support, under certain services agreements. See the section entitled “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business — Administrative Services Agreements” for details of the existing inter-company services agreements.

If the Post-Combination Company or its subsidiaries lose access to the services provided by the Legacy Group under these intercompany service agreements, it would need to replicate or replace certain functions, systems, and infrastructure. The Post-Combination Company may also need to make investments or hire additional employees to operate without the same access to the Legacy Group’s existing operational and administrative infrastructure. These initiatives may be costly to implement in a short period of time. Due to the scope and complexity of the underlying projects relative to these efforts, the amount of total costs could be materially higher than initial estimates, and the timing of the incurrence of these costs could be subject to change. There can also be no assurance that the services rendered by the Legacy Group to the TAG Business will be adequate to meet the current or future needs of the TAG Business, and any failure to meet those needs may result in a negative impact to the business operations, financial conditions, or results of the TAG Business.

The Post-Combination Company may not be able to replace these services or enter into appropriate third-party agreements on terms and conditions, including cost, comparable to those that the TAG Business has received in the past and will continue to receive from members of the Legacy Group. Additionally, if the intercompany service agreements are terminated, the Post-Combination Company and its subsidiaries may be unable to sustain the services at the same levels or obtain the same benefits as when the TAG Business was receiving such services and benefits from the Legacy Group. If the Post-Combination Company has to operate these functions separately it may not be able to operate the TAG Business effectively or at comparable or competitive costs, and profitability may decline.

The historical financial results of the TAG Business presented in this proxy statement may not be representative of the Post-Combination Company’s results as a separate company.

The historical financial information of the TAG Business included in this proxy statement has been derived on a carve-out basis from the consolidated financial statements and accounting records of the Legacy Group and does not necessarily reflect what the TAG Business’s financial position, results of operations, or cash flows would have been had it been a separate company during the periods presented. Although the Legacy Group did account for TAG Business as separate reporting segments, the TAG Business and their subsidiaries were not operated as a separate company for the historical periods presented. The historical costs and expenses reflected in the relevant financial statements included in this proxy statement include an allocation for certain corporate functions historically provided by the Legacy Group, some of which will continue to be provided following the Business Combination (see “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business”). These allocations were based on what management considered to be reasonable reflections of the historical utilization levels of these services required in support of the TAG Business’s business. The historical information does not necessarily reflect what the cost to the Post-Combination Company these functions will be in the future, pursuant to the relevant services agreements or otherwise. The Post-Combination Company would likely incur significant incremental costs if it lost access to the Legacy Group’s services.

The Post-Combination Company may not be able to obtain additional capital when desired, on favorable terms or at all.

Certain subsidiaries of the TAG Business may require additional cash resources due to operating losses or the growth and development of OPH and Fintech, including any investments or acquisitions they may decide to pursue. If the cash resources of these entities are insufficient to satisfy its requirements, the Post-Combination Company may need to seek additional financing, including issuance of additional equity or debt securities or obtaining new or expanded credit facilities. The Post-Combination Company’s ability to obtain external financing is subject to uncertainties, including its future financial condition, results of operations, cash flows, liquidity in the capital and lending markets, and governmental regulations. In addition, incurring indebtedness would subject the Post-Combination Company to increased debt service obligations and could result in operating and financing covenants that may restrict operations. There can be no assurance that any financing that the Post-Combination Company may need would be available in a timely manner or in amounts or on favorable terms, or at all. Any failure to raise funds on favorable terms could severely restrict its liquidity and have a material adverse effect on its business, financial condition, results of operations, and business prospects.

The Business Combination or Post-Combination Company may be materially adversely affected by the COVID-19 pandemic.

In December 2019, COVID-19 was reported to have surfaced in Wuhan, China, which quickly spread throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of COVID-19 a “Public Health Emergency of International Concern.” On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public health emergency for the United States to aid the U.S. healthcare community in responding to COVID-19. Ultimately, in March 2020, the World Health Organization declared a global pandemic. The COVID-19 pandemic has persisted with varying levels of intensity across time and jurisdiction throughout the calendar years of 2020, 2021, and 2022.

The COVID-19 outbreak has resulted in, and outbreaks of other infectious diseases in the future could result in, a widespread health crisis that has adversely affected the economies and financial markets worldwide, and could also adversely affect the financial performance of the Post-Combination Company after the Business Combination. Additionally, our ability to consummate the Business Combination may be materially adversely affected due to significant governmental measures being implemented to contain the outbreak of COVID-19 or its impact, including travel restrictions, the shutdown of businesses and quarantines, among others, which may limit our ability to have meetings with potential investors or affect the ability of TAG’s key personnel to negotiate and consummate the business combination in a timely manner.

The extent to which COVID-19 impacts the business combination or the Post-Combination Company will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. The impact of the Omicron variant, or other variants that may emerge in the future, cannot be predicted at this time, and could depend on numerous factors, including the availability of vaccines in different parts of the world, vaccination rates, the effectiveness of COVID-19 vaccines against future variants, and the response by