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                            May 17, 2023

       Desmond Shu Pei Huang
       Chief Financial Officer
       AGBA Group Holding Ltd.
       AGBA Tower
       68 Johnston Road
       Wan Chai, Hong Kong SAR

                                                        Re: AGBA Group Holding
Ltd.
                                                            Registration
Statement on Form S-1
                                                            Filed on April 26,
2023
                                                            File No. 333-271456

       Dear Desmond Shu Pei Huang:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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 this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed on April 26, 2023

       General

   1.                                                   Please provide your
analysis as to why TAG Holdings Limited should not be deemed an
                                                        underwriter within the
meaning of Section 2(a)(11) of the Securities Act, or revise to
                                                        identify TAG Holdings
Limited as an underwriter.
   2.                                                   Please revise to update
your disclosures to reflect that the Business Combination has
                                                        closed. For instance,
and without limitation, we note your disclosures on pages 31, 112
                                                        and 113, regarding
management's belief that certain services will continue following the
                                                        business combination,
and disclosure on page 54 that following the business combination
                                                        you will independently
manage the capital structure and sources of liquidity.
 Desmond Shu Pei Huang
FirstName  LastNameDesmond Shu Pei Huang
AGBA Group    Holding Ltd.
Comapany
May        NameAGBA Group Holding Ltd.
     17, 2023
May 17,
Page 2 2023 Page 2
FirstName LastName
Prospectus Cover Page, page i

3.       For each of the securities being registered for resale, disclose the
price that the selling
         securityholders paid for such securities or for the warrants, units or
rights overlying such
         securities.
4.       Disclose the exercise prices of the warrants compared to the market
price of the
         underlying securities. If the warrants are out the money, please
disclose the likelihood that
         warrant holders will not exercise their warrants. Provide similar
disclosure in the
         prospectus summary, risk factors, MD&A and use of proceeds section and
disclose that
         cash proceeds associated with the exercises of the warrants are
dependent on the stock
         price. As applicable, describe the impact on your liquidity and update
the discussion on
         the ability of your company to fund your operations on a prospective
basis with your
         current cash on hand.
5.       Please disclose the number of shares representing your public float.
State, if true, that the
         shares being registered for resale exceed your public float and state
the percentage of your
         public float that the shares being offered for resale represents. We
also note that some of
         the shares being registered for resale were purchased by the selling
securityholders for
         prices considerably below the current market price of the Class A
common stock.
         Highlight the significant negative impact sales of shares on this
registration statement
         could have on the public trading price of the Class A common stock.
Also disclose the
         number of shares of Class A common stock that were redeemed in
connection with your
         business combination.
6.       We note your disclosure that certain of the Selling Securityholders
may realize a positive
         rate of return on the sale of their AGBA Shares covered by this
prospectus even if the
         market price of AGBA Shares is below the most recent closing price.
Please also
         disclose the potential profit the selling securityholders will earn
based on the current
         trading price.
7.       Please disclose prominently on the prospectus cover page that you are
not a Hong Kong
         operating company but a British Virgin Islands holding company with
operations
         conducted by your subsidiaries.
8.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in Hong
Kong. Your
         disclosure should make clear whether these risks could result in a
material change in your
         operations and/or the value of the securities you are registering for
sale or could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
         Your disclosure should address how recent statements and regulatory
actions by China   s
         government, such as those related to the use of variable interest
entities and data security
         or anti-monopoly concerns, have or may impact the company   s ability
to conduct its
         business, accept foreign investments, or list on a U.S. or other
foreign exchange. Please
 Desmond Shu Pei Huang
FirstName  LastNameDesmond Shu Pei Huang
AGBA Group    Holding Ltd.
Comapany
May        NameAGBA Group Holding Ltd.
     17, 2023
May 17,
Page 3 2023 Page 3
FirstName LastName
         disclose the location of your auditor   s headquarters and whether and
how the Holding
         Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations
         Act, 2023, and related regulations will affect your company. Your
prospectus summary
         should address, but not necessarily be limited to, the risks
highlighted on the prospectus
         cover page.
9.       Provide a description of how cash is transferred through your
organization and disclose
         your intentions to distribute earnings. State whether any transfers,
dividends, or
         distributions have been made to date between the holding company, its
subsidiaries, and
         other entities, or to investors, and quantify the amounts where
applicable. Provide cross-
         references to the condensed consolidating schedule and the
consolidated financial
         statements. In addition, disclose here and in the prospectus summary
whether you have
         cash management policies that dictate how funds are transferred.
Prospectus Summary, page 1

10.      Please disclose in this section each permission or approval that you,
your subsidiaries, or
         other entities are required to obtain from Chinese authorities to
operate their business and
         to offer the securities being registered to foreign investors. State
whether you,
         your subsidiaries, or other entities are covered by permissions
requirements from the
         China Securities Regulatory Commission (CSRC), Cyberspace
Administration of China
         (CAC) or any other governmental agency that is required to approve you
or
         your subsidiaries' operations, and state affirmatively whether it has
received all requisite
         permissions or approvals and whether any permissions or approvals have
been
         denied. Please also describe the consequences to you or your investors
if you, your
         subsidiaries, or other entities: (i) do not receive or maintain such
permissions or approvals,
         (ii) inadvertently conclude that such permissions or approvals are not
required, or (iii)
         applicable laws, regulations, or interpretations change and you are
required to obtain such
         permissions or approvals in the future. To the extent you conclude
that
         your Business does not require any permissions or approvals from the
Chinese authorities
         to operate its business, explain in the summary section how you
determined that the
         permissions are not required. If you relied on the advice of counsel,
provide counsel's
         name and consent. If you did not consult with counsel, please explain
why.
11.      Provide a clear description in this section of how cash is transferred
through your
         organization. Also provide a description of how cash is transferred
through AGBA and
         your intentions to distribute earnings. Quantify any cash flows and
transfers of other
         assets by type that have occurred between the holding company, its
subsidiaries, and other
         entities, and direction of transfer. Quantify any dividends or
distributions that a subsidiary
         or other entities have made to the holding company and which entity
made such transfer,
         and their tax consequences. Similarly quantify dividends or
distributions made to U.S.
         investors, the source, and their tax consequences. Your disclosure
should make clear if no
         transfers, dividends, or distributions have been made to date.
Describe any restrictions on
         foreign exchange and your ability to transfer cash between entities,
across borders, and to
 Desmond Shu Pei Huang
FirstName  LastNameDesmond Shu Pei Huang
AGBA Group    Holding Ltd.
Comapany
May        NameAGBA Group Holding Ltd.
     17, 2023
May 17,
Page 4 2023 Page 4
FirstName LastName
         U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from the company, including its subsidiaries and/or other
entities, to the parent
         company and U.S. investors. Include a cross-reference to the condensed
consolidating
         schedule.
12.      Disclose in this section that trading in your securities may be
prohibited under the Holding
         Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations
         Act, 2023, and related regulations if the PCAOB determines that it
cannot inspect or
         investigate completely your auditor for a period of two consecutive
years, and that as a
         result an exchange may determine to delist your securities.
Management's Discussion and Analysis of Financial Condition
Overview, page 43

13.      In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the ordinary
         shares, expand your discussion of capital resources to address any
changes in the
         company   s liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, and we note your plan to do so on
page 56, discuss the
         effect of this offering on the company   s ability to raise additional
capital.
14.      Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should also
         discuss the fact that TAG Holdings Limited, a beneficial owner of more
than 80% of your
         outstanding shares, may be able to sell all of its shares for so long
as the registration
         statement of which this prospectus forms a part is available for use.
Principal Shareholders, page 109

15.      Please revise to include the beneficial ownership of TAG Holdings
Limited in a
         footnote to the table, including the natural person or persons with
voting and dispositive
         control of the shares.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Desmond Shu Pei Huang
AGBA Group Holding Ltd.
May 17, 2023
Page 5

       You may contact John Stickel at 202-551-3324 or Susan Block at
202-551-3210 if you
have any questions.



FirstName LastNameDesmond Shu Pei Huang                 Sincerely,
Comapany NameAGBA Group Holding Ltd.
                                                        Division of Corporation
Finance
May 17, 2023 Page 5                                     Office of Finance
FirstName LastName