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                              August 17, 2022

       Gordon Lee
       Chief Executive Officer
       AGBA Acquisition Limited
       Room 1108, 11th Floor, Block B
       New Mandarin Plaza, 14 Science Museum Road
       Tsimshatsui East, Kowloon, Hong Kong

                                                        Re: AGBA Acquisition
Limited
                                                            Amendment No. 4 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed July 29, 2022
                                                            File No. 001-38909

       Dear Mr. Lee:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Amended Preliminary Proxy Statement on Form 14A

       General

   1.                                                   We note your response
to our prior comment 1. We also note your references to the
                                                        Securities Act Sections
Compliance and Disclosure Interpretations Questions 134.01 and
                                                        139.11. These
disclosure interpretation questions apply to PIPE transactions and are not
                                                        applicable to shares to
be issued in a merger transaction at a future date. Please withdraw
                                                        the resale registration
statement filed on July 14, 2022 and revise your preliminary proxy
                                                        statement to remove
references to this resale registration statement. In the alternative,
                                                        revise throughout to
clarify that you will file such resale registration statement after
                                                        completion of the
merger transaction.
   2.                                                   In this regard, we note
your response and disclosure that AGBA intends to file a resale
                                                        registration statement
on Form S-1 to register the resale of AGBA shares comprising the
 Gordon Lee
FirstName LastNameGordon
AGBA Acquisition  Limited Lee
Comapany
August 17, NameAGBA
           2022        Acquisition Limited
August
Page 2 17, 2022 Page 2
FirstName LastName
         Aggregate Stock Consideration. Please explain to us why at closing TAG
will own 85.3%
         of the shares and then will distribute shares to certain beneficial
shareholders, and clarify
         if it will be all the shares. Please also clarify if the distribution
is proportionate to those
         beneficial shareholders holdings prior to the merger. Disclose
throughout the percentage
         of post-combination shares TAG will own after the distribution of the
Aggregate Stock
         Consideration. Please refer to the pre- and post-business combination
structure diagrams
         on page 31. We see the TAG beneficial owners listed as certain
beneficial owners of
         TAG in the post-business structure but not in the pre-business
structure. Please explain if
         the certain beneficial owners shown in the post-business combination
structure diagram is
         the result of mergers that will occur prior to the closings, such as
those discussed on page
         26. In your prior response letter dated May 20, 2022, you state the
Aggregate Stock
         Consideration will be issued to TAG, and to the sole stockholder of
TAG, and exempt
         from registration pursuant to Securities Act Section 4(a)(2). Please
explain what
         exemption TAG is relying upon to then transfer the shares to certain
of TAG's beneficial
         shareholders, if that is occurring. In your most recent response
letter, you state that the
         ultimate beneficial shareholders of TAG will receive the Aggregate
Stock consideration.
         As part of your response, please explain why you have structured the
transaction this way,
         rather than the beneficial shareholders of TAG receiving the shares at
the time of the
         merger, if that is what is occurring. As such, please explain why the
certain beneficial
         shareholders are not receiving the shares at the time of the merger,
if applicable. We note
         footnote 7 to the Security Ownership of Certain Beneficial Owners and
Management.
         Please expand the disclosure to clarify the percentage holdings of
each entity in TAG, and
         what percentage of the Post-Combination company each entity will own
after the
         distribution. Please also include the natural person for each entity
who has dispositive
         control over the securities in the Security Ownership section. In the
disclosure
         accompanying the charts showing the Post-Business combination
structure, please clarify
         what percentage of the Aggregate Stock Consideration is anticipated to
be registered for
         resale. We may have further comment upon reviewing your response.
Letter to Shareholder, page i

3.       We note your disclosure on pages i, 12 and elsewhere in the filing
that your TAG
         Business management 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. Please revise each of these disclosures to address
whether or not your
         auditors are included in the list of determinations announced by the
PCAOB on December
         21, 2021 in their HFCAA Determination Report under PCAOB Rule 6100.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
TAG Business
Liquidity and Capital Resources, page 232

4.       We note your revisions on pages 228 and 230 in response to prior
comment 10. Please
         address the following:
 Gordon Lee
AGBA Acquisition Limited
August 17, 2022
Page 3
             Please revise the amount of significant first quarter 2022 TAG
cash outflows on
           pages 232 and F-106 as follows:
             o   revise to ensure all cash payments are included in this
amount; and
             o   revise to consistently disclose as we note the disparity of
US$25.29 million
                 disclosed on page 232, compared to US$25.80 million on page
F-106.
             Revise your disclosures on page 233 and F-122 to provide the
amount of cash paid
           for the January 18, 2022 special dividend, and for the January 25,
2022 TAG
           purchase of the Legacy Group office building, or disclose that no
cash was paid in the
           transaction(s).
             Please revise to replace the US$12.8 million "cash balance for
working capital use"
           on pages 232 and F-106 with your US$16.72 million unrestricted cash
balance at
           March 31, 2022, or your US$(0.56) million working capital deficit at
March 31,
           2022, or tell us what accounting period the US$12.8 million relates
and provide a
           detailed table of the components with comparison to prior years.
AGBA Acquisition Limited
Note 1 - Organization and Business Background
Liquidation and going concern, page F-8

5.    We note your response to prior comment 12 that revised the tenth
extension date for a
      business combination to November 16, 2022, which raises substantial doubt
about the
      your ability to continue as a going concern if not consummated. Given
your risk factor
      disclosure on page 89 that a possible Nasdaq's delisting of your
securities on November
      14, 2022 for lack of business combination may subject you to trading
restrictions, please
      tell us how you considered the potential impact of the delisting event on
your liquidity and
      going concern disclosures on pages 247 and F-9.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Michelle Miller at (202) 551-3368 or Bonnie Baynes at
(202) 551-4924
if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Susan Block at
(202) 551-
3210 with any other questions.



                                                            Sincerely,
FirstName LastNameGordon Lee
                                                            Division of
Corporation Finance
Comapany NameAGBA Acquisition Limited
                                                            Office of Finance
August 17, 2022 Page 3
cc:       Giovanni Caruso, Esq.
FirstName LastName