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                             September 15, 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. 5 to
Preliminary Proxy Statement on Schedule 14A
                                                            Filed September 2,
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.

       Amendment No. 5 to Preliminary Proxy Statement on Form 14A

       General

   1.                                                   We note your response
to our prior comment 1 and reissue in part. Please revise your
                                                        disclosure throughout
to remove references to effectiveness of a registration statement on
                                                        Form S-1 for the AGBA
Shares comprising the Aggregate Stock Consideration as a
                                                        condition precedent to
closing the proposed merger, as for example on page 29.
   2.                                                   We note your response
to our prior comment 1 that you plan to amend the registration
                                                        statement on Form S-1
to only include the contemplated PIPE transaction and remove
                                                        shares to be issued to
TAG as aggregate consideration. Please withdraw that previously
                                                        filed registration
statement, as the PIPE transaction was not included in the previously
                                                        filed Form S-1, nor
does it appear that the PIPE transaction was complete prior to filing
                                                        that Form S-1.
 Gordon Lee
FirstName LastNameGordon
AGBA Acquisition  Limited Lee
Comapany 15,
September NameAGBA
              2022     Acquisition Limited
September
Page 2    15, 2022 Page 2
FirstName LastName
Questions and Answers About the Proposals for AGBA Shareholders, page 1

3.       Please include a separate Question and Answer regarding the
distribution of the Aggregate
         Stock Consideration to TAG's ultimate beneficial shareholders. Please
also include a
         separate Question and Answer to explain how many shares TAG will
retain after the
         distribution of the Aggregate Stock Consideration to TAG's ultimate
beneficial
         shareholders.
Post-Business Combination Structure and Impact on the Public Float, page 33

4.       Please revise the post-merger chart here and on page 119 to identify
TAG's (TAG
         Holdings Ltd.) "ultimate parent" and its beneficial shareholders,
including percentages of
         ownership. Please also include the ultimate beneficial shareholders of
TAG in the chart
         showing the ownership structure of TAG immediately following the OPH
Merger, on
         page 32. In your response letter to us, please also include a chart
illustrating the
         organizational structure of the post-combination company after the
distribution by TAG of
         100% of the Aggregate Stock Consideration to its ultimate beneficial
shareholders.
5.       We note your response to our prior comment 2 and your disclosure here
and on page 118
         that "following Closing, the second and third phases of the
distribution process after the
         initial distribution at Closing of 100% of the Aggregate Stock
Consideration to TAG shall
         involve the filing of a resale registration statement on Form S-1 to
register the distribution
         of the Aggregate Stock Consideration from TAG to its ultimate
beneficial shareholders;
         followed by the filing of a resale registration statement on Form S-1
to register the
         resale of 100% of the Aggregate Stock Consideration by the ultimate
beneficial
         shareholders." As part of your response, please explain the reason for
the post-closing
         distribution to TAG's ultimate beneficial shareholders, as those
shareholders would appear
         to already have beneficial ownership of the securities. Also, we note
that the Aggregate
         Stock Consideration will be issued to TAG. Please explain the
exemption relied upon for
         that step of the transaction. In a prior response you said that the
issuance would be to
         TAG's sole shareholder, but in the most recent response you indicate
that there are
         approximately 4,000 beneficial shareholders of TAG. Please explain to
us step-by-step
         what actions TAG plans to take to distribute shares received in the
merger transaction to
         its "ultimate beneficial shareholders." In addition, tell us which
exemptions from
         registration you plan to rely on at each step, if any. Your disclosure
should describe
         clearly at each step (1) what transactions or registrations are taking
place, (2) what
         exemptions you are relying on, if any, and (3) what shares TAG will
own before and after
         each step/transaction.
Consideration, page 119

6.       We note your disclosure here that "[a]t the effective time of the
Acquisition Merger,
         among other things, all equity securities of each of B2B and Fintech
issued and
         outstanding as of immediately prior to the effective time of the
Acquisition Merger shall
         be cancelled and automatically converted into TAG   s right, as sole
shareholder of B2B
 Gordon Lee
AGBA Acquisition Limited
September 15, 2022
Page 3
      and Fintech, to direct receipt of the Aggregate Stock Consideration in
compliance with
      any applicable laws." Please revise to clarify that the meger shares will
be issued to TAG,
      if true.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
TAG Business
Liquidity and Capital Resources, page 233

7.    We note your response to prior comment 4. Please revise pages 233 and
F-106 to
      disclose, if true, that after the US$26.0 million of payments reduced the
cash balance to
      US$12.6 million, you had US$4.1 million of    Other operating cash
inflows, net    that
      increased unrestricted cash to US$16.7 million at March 31, 2022.
Security Ownership of Certain Beneficial Owners and Management, page 271

8.    We note your response to our prior comment 2 and reissue in part. Please
refer to
      footnote 7 to the beneficial ownership table on page 272 and 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.
        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
September 15, 2022 Page 3
cc:       Giovanni Caruso, Esq.
FirstName LastName