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. 1)

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Filed by a Party other than the Registrant		☐

Check the appropriate box:

☒		Preliminary Proxy Statement
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☐		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

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

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

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☐		Fee computed on table in exhibits required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRELIMINARY PROXY STATEMENT DATED [•], 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 [•].am., 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 and January 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, and Annex A-2. 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 93 of this proxy statement. Please also refer to the organization chart set out on pages 30, 32 and 111 of this proxy statement for further information on the TAG Business’s holding company structure both before and after the Business Combination.

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, 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.

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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 Fourth 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. Prior to Closing, AGBA intends to file a resale registration statement on Form S-1 (and certain other regulatory filings) with the SEC to register the distribution by TAG to certain beneficial shareholders of TAG of AGBA Shares comprising the Aggregate Stock Consideration. Following the Closing, the Post-Combination Company intends to file a resale registration statement on Form S-1 (and certain other regulatory filings) with the SEC to register the resale of the AGBA Shares comprising the Aggregate Stock Consideration by such certain beneficial shareholders of TAG.

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, and Annex A-2.

• To approve the proposed amendment to the Existing Charter and adopt the Fourth 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 Fourth 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 8.5% of the issued Post-Combination Company’s ordinary shares, and TAG, prior to its post-Closing distribution of the entire Aggregate Stock Consideration to certain beneficial shareholders, will own approximately 85.3% of the issued Post-Combination Company’s ordinary shares. These relative percentages assume that (i) none of AGBA’s existing public shareholders exercise their redemption rights, as discussed herein; and (ii) there is no exercise or conversion of AGBA Warrants (as defined below). 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.

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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.

Only shareholders who held ordinary shares of AGBA (the “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”). Accordingly, the laws and regulations of the PRC do not currently have a material impact on the business, financial condition, and results of operations of the TAG Business. This is because, 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.

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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 (Revision Draft for Comments) issued by the Cyberspace Administration of China (the “Draft 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, the Draft 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 Jurisdictions in which the TAG Business Operates” in this proxy statement.

Similarly, the Public Company Accounting Oversight Board (“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 with its last inspection in June 2018. However, if 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 Jurisdictions in which the TAG Business Operates — 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.”

While the management of the TAG Business believes 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 Draft Measures, the PRC Personal Information Protection Law and variable interest entities, and the anti-monopoly enforcement actions taken by relevant PRC government authorities, should not have any material adverse impact on the ability of the TAG Business, as a Hong Kong-based business, to conduct its business, accept foreign investments, list its securities on a U.S. or other foreign exchange, or engage in transactions like the Business Combination, there is no assurance this situation will continue to be the case 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 Jurisdictions in which the TAG Business Operates” for additional information on these risks.

Neither OPH nor Fintech has previously declared any dividends or made distributions between it and TAG, it and its subsidiaries, it and any other entities, or it to investors. 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. Other than the distribution of the Aggregate Stock Consideration to certain 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.

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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 December 31, 2021, there was approximately US$40.4 million in AGBA’s trust account. On March 14, 2022, the last sale price of AGBA ordinary shares was US$11.17 per share.

Pursuant to AGBA’s Memorandum and Articles of Association, as amended and restated on November 5, 2021 (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$11.24 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 27.4% 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.


Gordon Lee Chief Executive Officer AGBA Acquisition Limited
[•], 2022

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.

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HOW TO OBTAIN ADDITIONAL INFORMATION

This proxy statement incorporates important business and financial information about AGBA that is not included or delivered herewith. If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by AGBA with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact the following:

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

If you would like to request documents, please do so no later than [•], 2022 to receive them before AGBA’s extraordinary general meeting. Please be sure to include your complete name and address in your request. Please see the section entitled “Where You Can Find Additional Information” to find out where you can find more information about AGBA and the TAG Business. You should rely only on the information contained in this proxy statement in deciding how to vote on the Business Combination. Neither AGBA nor TAG has authorized anyone to give any information or to make any representations other than those contained in this proxy statement. Do not rely upon any information or representations made outside of this proxy statement. The information contained in this proxy statement may change after the date of this proxy statement. Do not assume after the date of this proxy statement that the information contained in this proxy statement is still correct.

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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.

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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 100 of this proxy statement and “Risk Factors — Risk Factors Relating to the TAG Business” beginning on page 55 of this proxy statement and elsewhere in this proxy statement.

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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 and on January 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 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 Memorandum and Articles of Association, as amended and restated on November 5, 2021;

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• “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;

• “Fourth Amended and Restated Memorandum and Articles of Association” means the Fourth 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;

• “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;

• “OPH Merger” means the merger of OPH with and into HKSub, with HKSub as the surviving entity;

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• “OWM” means OnePlatform Wealth Management Limited;

• “PCAOB” means the Public Company Accounting Oversight Board of the United States;

• “PIPE Investment” means a private placement or other private financing to be consummated simultaneously with the Closing;

• “Post-Combination Company” means AGBA following the consummation of the Business Combination;

• “Private Placement Units” means private AGBA Units held by the Sponsor, which were acquired by the Sponsor at the consummation of the IPO;

• “Private Warrants” means warrants sold as part of the Private Placement Units at the consummation of the IPO;

• “Public Warrants” means warrants sold as part of the ABGA Units sold in the IPO;

• “Record Date” means [•];

• “SEC” or “Securities and Exchange Commission” means the Securities and Exchange Commission of the United States;

• “Securities Act” means the Securities Act of 1933, as amended;

• “Share Award Scheme” means the Post-Combination Company’s Share Award Scheme, the form of which is attached to this proxy statement as Annex C;

• “Sponsor” means AGBA Holding Limited, the sponsor of AGBA;

• “TAG” means TAG Holdings Limited, a member of the Legacy Group;

• “TAG Business” means, as the context requires, 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;

• “Transfer Agent” or “Continental” means Continental Stock Transfer & Trust Company;

• “trust account” means the trust account of AGBA that holds the proceeds of the IPO;

• “U.S. Dollars,” “USD,” and “US$” means the legal currency of the United States; and

• “U.S. GAAP” means the accounting principles generally accepted in the United States.

Reporting Currency

The reporting currency of AGBA is the U.S. Dollar. This proxy statement also contains translations of certain foreign currency amounts into U.S. Dollars for the convenience of the reader. The reporting currency of the TAG Business is the U.S. Dollar and the accompanying combined and consolidated financial statements have been expressed in U.S. Dollars. In addition, the TAG Business and its subsidiaries operating in Hong Kong maintain their books and record in their local currency, Hong Kong Dollars, which is a functional currency being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not U.S. Dollars are translated into U.S. Dollars, in accordance with ASC Topic 830-30, “Translation of Financial Statements”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholder’s equity. We make no representation that the Hong Kong Dollar or U.S. Dollar amounts referred to in this proxy statement could have been or could be converted into U.S. Dollars or Hong Kong Dollars, as the case may be, at any particular rate or at all.

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

Attn: Gordon Lee
Tel: (852) 6872 0258

NOTICE OF EXTRAORDINARY GENERAL MEETING OF
AGBA ACQUISITION LIMITED SHAREHOLDERS

To Be Held on [•], 2022

To AGBA Acquisition Limited (“AGBA”) Shareholders:

NOTICE IS HEREBY GIVEN that you are cordially invited to attend an extraordinary general meeting of shareholders of AGBA (“AGBA,” “we,” “our,” or “us”) to be held at [•], on [•], 2022, at [•] a.m. (the “extraordinary general meeting”), for the following purposes:

• To approve the business combination agreement dated as of November 3, 2021 (as amended on November 18, 2021 and on January 4, 2022, and as may be amended or supplemented from time to time, the “Business Combination Agreement”) between AGBA, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited (“OPH”) and TAG Asia Capital Holdings Limited (“Fintech”), and TAG Holdings Limited (“TAG”) 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, 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.” A copy of the Business Combination Agreement is attached to this proxy statement as Annex A, Annex A-1, and Annex A-2. This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

• To approve and adopt the AGBA Group Holding Limited Share Award Scheme. A copy of the form of the Share Award Scheme is attached to this proxy statement as Annex C. This proposal is called the “Share Award Scheme Proposal” or “Proposal No. 5.”

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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. In the event that the Business Combination Proposal is not approved, AGBA will not consummate the Business Combination. If AGBA does not consummate the Business Combination and fails to complete an initial business combination by May 16, 2022, AGBA will be required to dissolve and liquidate.

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

As of the date of this proxy statement, there were 5,021,607 AGBA Shares issued and outstanding and entitled to vote. Only AGBA shareholders who hold shares of record as of the close of business on [•], 2022 are entitled to vote at the extraordinary general meeting or any adjournment of the extraordinary general meeting. This proxy statement is first being mailed to shareholders on or about [•], 2022. 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 each require the affirmative vote of the holders of a majority of the outstanding ordinary shares present by virtual attendance or represented by proxy and entitled to vote at the extraordinary general meeting. Attending the extraordinary general meeting 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 Business Combination Proposal, the Amendment Proposal, the Governance Proposals, the Nasdaq Proposal, the Share Award Scheme Proposal, and the Business Combination Adjournment Proposal.

AGBA currently is authorized to issue 100,000,000 ordinary shares, US$0.001 par value per share.

Whether or not you plan to participate in the virtual extraordinary general meeting, please date, sign, and return your proxy card without delay, or submit your proxy through the Internet or by telephone as promptly as possible in order to ensure your representation at the extraordinary general meeting no later than the time appointed for the meeting or adjourned meeting. Voting by proxy will not prevent you from voting your shares online if you subsequently choose to participate in the extraordinary general meeting virtually. If you fail to return your proxy card and do not participate in the virtual meeting, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting.

You may revoke a proxy at any time before it is voted at the extraordinary general meeting by executing and returning a proxy card dated later than the previous one, by participating in the virtual extraordinary general meeting and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565 (“Advantage Proxy”), that is received by Advantage Proxy before we take the vote at the extraordinary general meeting. If you hold your shares through a bank or brokerage firm, you should follow the instructions of your bank or brokerage firm regarding revocation of proxies.

AGBA is providing the accompanying proxy statement and accompanying proxy card to AGBA’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments of the extraordinary general meeting. Information about the extraordinary general meeting, the Business Combination and other related business to be considered by AGBA’s shareholders at the extraordinary general meeting is included in the accompanying proxy statement. Whether or not you plan to attend the extraordinary general meeting virtually, all of AGBA’s shareholders should read the accompanying proxy statement, including the Annexes and other documents referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 55 of the accompanying proxy statement.

After careful consideration, the board of directors of AGBA has unanimously approved the Business Combination Agreement and the transactions contemplated thereby, and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby, and “FOR” all other proposals presented to AGBA’s shareholders in the accompanying proxy statement. When you consider the recommendation of these proposals by the board of directors of AGBA,

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you should keep in mind that AGBA’s directors and 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” in the accompanying proxy statement for a further discussion of these considerations.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU: (A) HOLD PUBLIC ORDINARY SHARES, OR (B) HOLD PUBLIC ORDINARY SHARES THROUGH PUBLIC UNITS AND YOU ELECT TO SEPARATE YOUR PUBLIC UNITS INTO THE UNDERLYING PUBLIC ORDINARY SHARES PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC ORDINARY SHARES; AND (II) (A) 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 (B) 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. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

By order of the Board of Directors,

Gordon Lee Chief Executive Officer of AGBA Acquisition Limited
[•], 2022

iii

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		PAGE
HOW TO OBTAIN ADDITIONAL INFORMATION		vi
TRADEMARKS		vii
MARKET AND INDUSTRY DATA		viii
FREQUENTLY USED TERMS		ix
NOTICE OF EXTRAORDINARY GENERAL MEETING OF AGBA ACQUISITION LIMITED SHAREHOLDERS		i
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR AGBA SHAREHOLDERS		1
DELIVERY OF DOCUMENTS TO AGBA SHAREHOLDERS		20
SUMMARY OF THE PROXY STATEMENT		21
OnePlatform Holdings Limited AND TAG ASIA CAPITAL HOLDINGS LIMITED SUMMARY FINANCIAL INFORMATION		50
COMPARATIVE PER SHARE DATA		53
TRADING MARKET AND DIVIDENDS		54
RISK FACTORS		55
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		100
CAPITALIZATION		101
EXTRAORDINARY GENERAL MEETING OF AGBA SHAREHOLDERS		102
Proposal No. 1 — THE BUSINESS COMBINATION PROPOSAL		110
PROPOSAL NO. 2 — THE AMENDMENT PROPOSAL		138
PROPOSAL No. 3 — The GOVERNANCE PROPOSALS		142
PROPOSAL NO. 4 — THE NASDAQ PROPOSAL		145
PROPOSAL NO. 5 — THE SHARE AWARD SCHEME PROPOSAL		147
PROPOSAL NO. 6 — THE BUSINESS COMBINATION ADJOURNMENT PROPOSAL		150
U.S. FEDERAL INCOME TAX AND BVI TAX CONSIDERATIONS		152
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		159
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		162
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		165
INFORMATION ABOUT THE TAG BUSINESS		169
REGULATION		189
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TAG BUSINESS		205
MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AGBA		232
AGBA’S BUSINESS		240
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE		244
EXECUTIVE COMPENSATION		252
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		257
CERTAIN TRANSACTIONS AND RELATED PARTY TRANSACTIONS		259
COMPARISON OF SHAREHOLDER RIGHTS		265
DESCRIPTION OF AGBA’S AND AGBA GROUP HOLDING LIMITED’S SECURITIES		276
SECURITIES ACT RESTRICTIONS ON RESALE OF AGBA GROUP HOLDING LIMITED SECURITIES		286
EXPERTS		286
CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS		287
SHAREHOLDER PROPOSALS AND OTHER MATTERS		287
ENFORCEABILITY OF CIVIL LIABILITY		287
DELIVERY OF PROXY MATERIALS TO HOUSEHOLDS		288

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		PAGE
AGBA’s TRANSFER AGENT		288
WHERE YOU CAN FIND ADDITIONAL INFORMATION		288
LEGAL MATTERS		288
INDEX TO FINANCIAL STATEMENTS		F-1
ANNEX A BUSINESS COMBINATION AGREEMENT		A-1
ANNEX A-1 AMENDMENT TO BUSINESS COMBINATION AGREEMENT		A1-1
ANNEX A-2 AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT		A2-1
ANNEX B Fourth AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGBA		B-1
ANNEX C Share Award Scheme		C-1

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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 and on January 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, and Annex A-2 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$11.24 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 Fourth 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

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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, and Annex A-2. This proposal is referred to as the “Business Combination Proposal” or “Proposal No. 1.”

• 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.”

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.

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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 May 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”.

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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 93 of this proxy statement. Please also refer to the organization chart set out on pages 30, 32 and 111 of this proxy statement for a description of the TAG Business’s holding company structure both before and after the Business Combination, and to the section titled “Risk Factors — Risk Factors Relating to the Jurisdictions in which the TAG Business Operates”.

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. 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, 3,646,607 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

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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: Lee Jin Yi, Ng Wing Fai, Brian Chan, Thomas Ng, and Felix Wong. Three of these directors are currently on AGBA’s board of directors and qualify as independent directors under Nasdaq rules. Lee Jin Yi will be the Chairman and Ng Wing Fai will be the Deputy Chairman and Executive Director of the Post-Combination Company after the consummation of the Business Combination.

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

A. It is anticipated that, upon consummation of the Business Combination, AGBA’s existing shareholders, including the Sponsor, will own approximately 8.5% of the issued Post-Combination Company’s ordinary shares, and TAG, prior to its post-Closing distribution of the entire Aggregate Stock Consideration to certain beneficial shareholders, will own approximately 85.3% of the issued Post-Combination Company’s ordinary shares. These relative percentages assume that (i) none of AGBA’s existing public shareholders exercise their redemption rights, as discussed herein; and (ii) there is no exercise or conversion of AGBA Warrants. 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 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 2.07% in the Post-Combination Company, and the officers and directors of AGBA who hold Insider Shares will retain an ownership interest of approximately 0.17% 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 2.19% 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.

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

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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 Fourth 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 Fourth 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 Fourth 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 Fourth 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 Fourth 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.

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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 TAG Business’s Corporate Structure and Offshore Holding Status” 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”;

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• 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 Fourth 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 Fourth 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

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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

Proposal 3E: Amendment to the Memorandum and Articles

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 May 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?

A: For the years ended December 31, 2019 and 2020, the TAG Business had total revenue of approximately US$14.3 million and US$14.0 million, respectively, and net loss of approximately US$12.4 million and US$16.1 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.”

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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”). Accordingly, the laws and regulations of the PRC do not currently have any material impact on the business, financial condition, and results of operations of the TAG Business. This is because, 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.

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actions taken by relevant PRC government authorities, should not have any material adverse impact on the ability of the TAG Business, as a Hong Kong-based business, to conduct its business, accept foreign investments, list its securities on a U.S. or other foreign exchange, or engage in transactions like the Business Combination, there is no assurance that these laws and pronouncements 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 Jurisdictions in which the TAG Business Operates” 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 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.

Under current practice and PRC law, 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, with its last inspection in June 2018. 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.

However, 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 Jurisdictions in which the TAG Business Operates — 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.

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If an initial business combination is not completed by May 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$11.17 on Nasdaq as of March 14, 2022, these Insider Shares had an aggregate market value of approximately US$12.8 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 $10.70 on Nasdaq as of March 14, 2022.

• US$952,761 of advances paid by the Sponsor for expenses incurred on AGBA’s behalf as of December 31, 2021, would not be repaid.

• An unsecured promissory note in the aggregate principal amount of US$4,257,382 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 May 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 May 16, 2022, the Sponsor will lose a combined aggregate amount of approximately US$20.4 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$11.17 per share on March 14, 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 $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 27.4% 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 5,021,607 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.

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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 5,021,607 ordinary shares issued and outstanding, of which 3,646,607 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 27.4% 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 37.7% 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.

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If we do not consummate the Business Combination and fail to complete an initial business combination by May 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 27.4% 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.

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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.

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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: [•].

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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.

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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, liabilities, losses, damages, and expenses. AGBA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of AGBA Shares for their expenses in forwarding soliciting materials to beneficial owners of the AGBA Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet, or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What happens if I sell my shares before the extraordinary general meeting?

A: The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your AGBA Shares after the Record Date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the extraordinary general meeting, but you will have transferred ownership of the shares and will not hold an interest in AGBA after the Business Combination is consummated.

Q: When is the Business Combination expected to occur?

A: Assuming the requisite shareholder approvals are received and the conditions to completion have been met, the parties to the Business Combination Agreement expect that the Business Combination will occur no later than April 30, 2022.

Q: What happens if a substantial number of the public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A. Our public shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders is reduced as a result of redemptions by public shareholders. In no event will we redeem public shares in an amount that would cause the TAG Business’s net tangible assets (as determined in accordance with Rule 3a5 1-1 (g)(1) of the Exchange Act) to be less than US$5,000,001.

Q: What conditions must be satisfied to complete the Business Combination?

A. The Business Combination Agreement is subject to the satisfaction or waiver of certain mutual customary closing conditions, including, among others: (i) effectiveness of a registration statement on Form S-1 for the AGBA Shares comprising the Aggregate Stock Consideration; (ii) the parties obtaining the necessary corporate approvals, (iii) the consummation of the OPH Merger, (iv) the parties entering into all ancillary agreements required by the Business Combination Agreement, and (v) no provisions of any applicable law prohibiting the Closing. The obligations of TAG and its related parties are also subject to certain closing conditions, including, among others: (i) receipt of approval for listing on the Nasdaq of the Aggregate Stock Consideration; (ii) the approval of our Fourth Amended and Restated Memorandum and Articles of Association, (iii) the completion of our securities redemption, (iv) the incorporation of the Merger Subs, and (v) the receipt by the Post-Combination Company 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 (or such greater amount as determined by the parties). In addition, the obligations of AGBA are subject to closing conditions, including, among others: (i) execution of employment agreements by the key personnel of the TAG Business with the Post-Combination Company, (ii) receipt of updated disclosure schedules, and (iii) receipt of legal opinions from the Hong Kong and BVI counsel of B2B and the BVI counsel of Fintech.

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For more information about the material conditions to the consummation of the Business Combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Closing Conditions”.

Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A: The BVI Companies Law prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. For additional information, see the section entitled “Extraordinary General Meeting of AGBA Shareholders — Appraisal Rights.”

Q: What happens if the Business Combination is not consummated?

A: If AGBA does not consummate the Business Combination by May 16, 2022, then pursuant to Article 28.2 of AGBA’s Existing Charter, AGBA’s officers must take all actions necessary in accordance with the BVI Companies Law to dissolve and liquidate AGBA as soon as reasonably practicable. AGBA has already amended its Memorandum and Articles of Association, as reflected in its Existing Charter, to extend the deadline to its maximum allowance and cannot extend it further. Following dissolution, AGBA will no longer exist as a company. In any liquidation, the funds held in the trust account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of AGBA Shares who acquired such ordinary shares in AGBA’s IPO or in the aftermarket. If the Business Combination is not effected by May 16, 2022, then the AGBA Warrants and AGBA Rights will expire worthless. The estimated consideration that each AGBA Share would be paid at liquidation would be approximately US$11.24 per share for shareholders based on amounts on deposit in the trust account as of February 7, 2022. The closing price of AGBA Shares on Nasdaq as of March 14, 2022, was US$11.17. AGBA’s Initial Shareholders waived the right to any liquidation distribution with respect to any AGBA Shares held by them.

Q: What happens to the funds deposited in the trust account following the Business Combination?

A: Following the Closing, funds in the trust account will be released to AGBA. Holders of AGBA Shares exercising redemption rights will receive their per share redemption price. The balance of the funds will be utilized to fund the Business Combination. As of February 7, 2022, there was approximately US$41.0 million in AGBA’s trust account. Approximately US$11.24 per outstanding share issued in AGBA’s IPO will be paid to the public investors. Any funds remaining in the trust account after such uses will be used for future working capital and other corporate purposes of the Post-Combination Company.

Q: What happens if I fail to take any action with respect to the extraordinary general meeting?

A: If you fail to vote with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a shareholder of the Post-Combination Company. If you fail to vote with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder of AGBA. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your public shares in connection with the Business Combination.

Q: What should I do if I receive more than one set of voting materials?

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q: Where can I find the voting results of the extraordinary general meeting?

A. The preliminary voting results will be announced at the extraordinary general meeting. AGBA will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four Business Days after the extraordinary general meeting.

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DELIVERY OF DOCUMENTS TO AGBA SHAREHOLDERS

Pursuant to the rules of the SEC, AGBA and servicers that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of the proxy statement, unless AGBA has received contrary instructions from one or more of such shareholders. Upon written or oral request, AGBA will deliver a separate copy of the proxy statement to any shareholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Shareholders receiving multiple copies of the proxy statement may likewise request that AGBA deliver single copies of the proxy statement in the future. Shareholders may notify AGBA of their requests by contacting Advantage Proxy, AGBA’s proxy solicitor, at:

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

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement but may not contain all of the information that may be important to you. Accordingly, we encourage you to carefully read this entire proxy statement, including the Business Combination Agreement attached as Annex A, Annex A-1, and Annex A-2. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

The Parties

The AGBA Parties

AGBA Acquisition Limited

Room 1108, 11th Floor, Block B
New Mandarin Plaza
14 Science Museum Road
Tsimshatsui East
Kowloon, Hong Kong
Attn: Gordon Lee
Telephone: (852) 6872 0258

AGBA Acquisition Limited, or AGBA, was incorporated as a blank check company on October 8, 2018, under the laws of the BVI, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” AGBA’s efforts to identify a prospective target business were not limited to any particular industry or geographic location.

AGBA completed its IPO on May 16, 2019 of 4,000,000 AGBA Units at US$10.00 per unit, with each unit consisting of one AGBA Share, US$0.001 par value per share, one redeemable AGBA Warrant and one AGBA Right to receive one-tenth of one AGBA Share upon consummation of an initial business combination. Simultaneous with the consummation of our IPO, we consummated the private placement of 225,000 Private Placement Units at a price of US$10.00 per Private Placement Unit, generating total proceeds of US$2,250,000. The Private Placement Units were purchased by AGBA’s Sponsor. The underwriters in the IPO exercised the over-allotment option on May 16, 2019, and the underwriters purchased 600,000 over-allotment option units, which were sold at an offering price of US$10.00 per unit, generating gross proceeds of US$6,000,000.

After deducting the underwriting discounts and commissions and the offering expenses, a total of US$46.0 million was deposited into the trust account established for the benefit of AGBA’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. As of December 31, 2021, funds in the trust account totaled approximately US$40.4 million.

On August 18, 2020, AGBA held its annual meeting of shareholders (the “Annual Meeting”). During the Annual Meeting, AGBA’s shareholders elected all of the five nominees for directors to serve until the next annual meeting of shareholders and also ratified the reappointment of Marcum LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2020. On October 15, 2020, AGBA dismissed Marcum LLP as its independent registered public accounting firm. Effective October 20, 2020, Friedman LLP has been engaged as AGBA’s new independent registered public accounting firm. On October 15, 2020, the Audit Committee of AGBA’s board of directors approved the dismissal of Marcum LLP and the engagement of Friedman LLP as the independent registered public accounting firm. As described in this proxy statement, Friedman LLP has also been engaged as the TAG Business’s new independent registered public accounting firm. All necessary waivers and consents required under applicable laws and regulations have been obtained in connection with Friedman LLP’s role as independent auditor for both AGBA and the TAG Business. See “Changes in Independent Registered Public Accounting Firms.”

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On November 2, 2021, AGBA held its extraordinary meeting of shareholders. During this meeting, AGBA’s shareholders approved the proposals to (i) amend the Second Amended and Restated Memorandum and Articles of Association to further extend the date by which it has to consummate a business combination two times for three additional months each time from November 16, 2021 to May 16, 2022; and (ii) amend the investment management trust agreement, dated as of May 14, 2019 by and between AGBA and Continental to allow it to further extend the time to consummate a business combination two times for three additional months each time from November 16, 2021 to May 16, 2022. On November 10, 2021, 316,503 AGBA Shares were redeemed by a number of shareholders at a price of approximately US$10.94 per share, in an aggregate principal amount of US$3,462,565. On November 10, 2021, AGBA issued an unsecured promissory note to its Sponsor, in the amount of US$546,991, which amount was deposited into the trust account to extend the available time to complete a business combination to February 16, 2022. On February 7, 2022, AGBA issued an unsecured promissory note to its Sponsor, in the amount of US$546,991, which amount was deposited into the trust account to extend the available time to complete a business combination to May 16, 2022. None of the funds held in trust will be released from the trust account, other than interest income to pay any tax obligations, until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if AGBA has not consummated a business combination by May 16, 2022.

As of December 31, 2021, we had approximately US$164,863 of unused net proceeds that were not deposited into the trust fund to pay future general and administrative expenses. The net proceeds deposited into the trust fund remain on deposit in the trust fund earning interest. As of December 31, 2021, there was, as a result of the redemptions discussed above, approximately US$40.4 million in AGBA’s trust account.

AGBA Units, AGBA Shares, AGBA Warrants, and AGBA Rights are each quoted on Nasdaq, under the symbols “AGBAU,” “AGBA,” “AGBAW” and “AGBAR,” respectively. Each AGBA Unit consists of one ordinary share, one redeemable warrant, and one right to receive one-tenth (1/10) of one AGBA Share upon the consummation of an initial business combination. AGBA Units commenced trading on May 16, 2019. AGBA Shares, AGBA Warrants, and AGBA Rights commenced trading on July 15, 2019.

The Merger Subs

Pursuant to the terms of the Business Combination Agreement, AGBA incorporated AGBA Merger Sub I Limited (“Merger Sub I”) and AGBA Merger Sub II Limited (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”) as British Virgin Island business companies in accordance with BVI law on November 26, 2021. The Merger Subs were incorporated for the purpose of effecting the acquisition merger contemplated by the Business Combination Agreement. AGBA owns 100% of the issued and outstanding shares of each of the Merger Subs.

Promptly following their incorporation, the Merger Subs acceded to the Business Combination Agreement, in accordance with its terms, on December 3, 2021.

The TAG Parties

TAG Holdings Limited

TAG Holdings Limited
Trust Tower
68 Johnson Road
Wan Chai, Hong Kong SAR

Attn: Mr. Ng Wing Fai
Telephone: +852 3601 8363

TAG Holdings Limited (“TAG”) is the beneficial owner of each of OPH, Fintech, B2B, B2BSub, HKSub, and their collective subsidiaries

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OnePlatform Holdings Limited

OnePlatform Holdings Limited (“OPH”) is a wholly-owned Hong Kong incorporated subsidiary holding company of TAG, whose subsidiaries are engaged in the operation of business-to-business or “B2B” and business-to-consumer or “B2C” services. It mainly operates under the OnePlatform brand, and offers a full-service platform to banks, other financial institutions, brokers, and individual independent financial advisors to advise and serve its retail clients. OPH’s technology-enabled platform offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency. It currently operates its business through its subsidiaries OnePlatform Wealth Management Limited (insurance brokerage services), OnePlatform Asset Management Limited and Kerberos (Nominee) Limited (asset management services), OnePlatform International Property Limited (property brokerage services) and Maxthree Limited, OnePlatform Credit Limited and Hong Kong Credit Corporation Limited (money lending services).

As of the date of the Business Combination Agreement, TAG Holdings Limited owned 100% of the issued and outstanding shares of OPH. As a result of the merger required by the Business Combination Agreement between OPH and HKSub, with HKSub as the surviving entity (the “OPH Merger”), the B2BSub will directly own 100% of the issued and outstanding shares of HKSub, as the combined surviving company.

TAG Asia Capital Holdings Limited

TAG Asia Capital Holdings Limited (“Fintech”) is a British Virgin Islands incorporated holding company engaged in investing in financial technology or “fintech” businesses. It currently operates its business and holds such interests through its subsidiaries TAG Technologies Limited, Tandem Money Hong Kong Limited, and Tandem Fintech Limited. Tandem Fintech Limited also operates a health and wealth digital platform.

As of the date of the Business Combination, TAG Holdings Limited owns 100% of the issued and outstanding shares of Fintech. It is a condition to Closing that Fintech shall merge with Merger Sub II, with Fintech as the surviving entity.

TAG International Limited

TAG International Limited (“B2B”) is a newly formed BVI business company incorporated for the purpose of effecting the acquisition merger contemplated by the Business Combination Agreement. It is a condition to Closing that B2B shall merge with Merger Sub I, with B2B as the surviving entity.

TAG Asset Partners Limited

TAG Asset Partners Limited (“B2BSub”) is a newly formed BVI business company incorporated for the purpose of effecting the acquisition merger contemplated by the Business Combination Agreement.

B2B owns 100% of the issued and outstanding shares of B2BSub.

OnePlatform International Limited

OnePlatform International Limited (“HKSub”) is a newly formed Hong Kong company incorporated for the purpose of effecting the OPH Merger.

B2BSub owns 100% of the issued and outstanding shares of HKSub. As required by the Business Combination Agreement, OPH will merge with and into HKSub, with HKSub as the surviving entity.

Proposals to be put to the AGBA Shareholders at the Extraordinary General Meeting

The following is a summary of the proposals to be put to the extraordinary general meeting of AGBA and certain transactions contemplated by the Business Combination Agreement. The Business Combination Proposal is conditioned upon the approval of the Amendment Proposal and the Nasdaq Proposal. The Amendment Proposal, the Governance Proposal, the Nasdaq Proposal, and the Share Award Scheme Proposal are dependent upon the approval of the Business Combination Proposal. The transactions contemplated by the Business Combination Agreement will be consummated only if the Proposals are approved at the extraordinary general meeting.

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The Business Combination Proposal (or “Proposal No. 1.”)

Overview

Upon the Closing, AGBA will become, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of OnePlatform Holdings Limited (“OPH”) and TAG Asia Capital Holdings Limited (“Fintech”), in exchange for 55,500,000 AGBA Shares (the “Aggregate Stock Consideration”).

After the Business Combination, assuming no redemptions of ordinary shares for cash, TAG will, prior to its post-Closing distribution of the entire Aggregate Stock Consideration to certain beneficial shareholders, own approximately 85.3% of the outstanding Post-Combination Company ordinary shares, the former shareholders of AGBA will own approximately 8.5% of the outstanding Post-Combination Company ordinary shares and investors of the PIPE financing (assuming target minimum of US$35,000,000) will own approximately 5.4% of the outstanding Post-Combination Company ordinary shares (in each case, not giving effect to any shares issuable to them upon the exercise of warrants and the unit purchase option). The target minimum US$35,000,000 amount of Post-Combination Company ordinary shares to be owned by investors of the PIPE financing is subject to the final amount subscribed for by the PIPE investors, with US$35,000,000 being a minimum amount required by the Business Combination Agreement as a condition to Closing. Upon completion of the Business Combination, assuming no redemption of ordinary shares for cash, the Sponsor will retain an ownership interest of approximately 2.07% in the Post-Combination Company, the officers and directors of AGBA who hold Insider Shares will retain an ownership interest of approximately 0.17% 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 each of the persons above, including the Initial Shareholders, will be different.

If 3,646,607 ordinary shares are redeemed for cash, which assumes the maximum redemption of AGBA ordinary shares, TAG, prior to its post-Closing distribution of the entire Aggregate Stock Consideration to certain beneficial shareholders, will own approximately 90.4% of the outstanding Post-Combination Company ordinary shares, AGBA former shareholders will own approximately 3.0% of the outstanding Post-Combination Company ordinary shares and investors of the PIPE financing (assuming the target minimum of US$35,000,000) will own approximately 5.7% of the outstanding Post-Combination Company ordinary shares (in each case, not giving effect to any shares issuable to them upon the exercise of warrants and the unit purchase option). Assuming maximum redemption of ordinary shares for cash, the Sponsor will retain an ownership interest of approximately 2.19% in the Post-Combination Company, 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 each of the persons above, including, the Initial Shareholders will be different.

Upon consummation of the Business Combination, each of B2B, Fintech, and their subsidiaries will be wholly-owned by the Post-Combination Company (directly or through intermediate subsidiaries, as reflected in the organization charts set out on pages 30 and 32 of this proxy statement), with the exception of OnePlatform Wealth Management Limited, which will be 99.8% owned by OPH, and FinLiving Limited, which will be held 98% by OnePlatform FinBiz Solutions Limited.

Parties to and Structure of the Acquisition Merger

On November 3, 2021, each of AGBA Acquisition Limited (“AGBA”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2B Sub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), and TAG Holdings Limited (“TAG”) entered into the Business Combination Agreement. On November 18, 2021, these same parties entered into an amendment to the Business Combination Agreement which provided for a change in the terms of the OPH Merger so that HKSub will be the surviving entity in such merger. On January 4, 2022, these parties and the Merger Subs, which had acceded to the Business Combination Agreement in accordance with its terms, entered into a second amendment of the Business Combination Agreement, extending the timeline for the parties to agree on the ancillary agreements thereto and the deadline for the consummation of the Business Combination. At Closing, AGBA will acquire from TAG, by way of acquisition merger as described below, all of the issued and outstanding shares and other equity interests in and of each

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of OPH and Fintech, in exchange for 55,500,000 AGBA Shares to be issued to TAG, in compliance with any applicable laws. Pursuant to the Business Combination Agreement, three (3) percent of the Aggregate Stock Consideration shall be paid to TAG upon the expiry of TAG’s indemnity period.

To effect this acquisition, TAG incorporated B2B (a BVI business company and wholly-owned subsidiary of TAG), B2BSub (a BVI business company and wholly-owned subsidiary of B2B), and HKSub (a Hong Kong company and a wholly-owned subsidiary of B2BSub). AGBA incorporated Merger Sub I and Merger Sub II (each a BVI business company and wholly-owned subsidiary of AGBA). Merger Sub I and Merger Sub II were obligated to accede to and become parties to the Business Combination Agreement upon their due incorporation and acceded to the agreement, in accordance with its terms, on December 3, 2021.

Prior to Closing, OPH will merge with and into HKSub, with HKSub as the surviving entity, and as a result, B2B will become the beneficial owner of the subsidiaries of OPH (the “OPH Merger”). Then, pursuant to the terms of Business Combination Agreement, (i) Merger Sub I will merger with and into B2B, with B2B as the surviving entity, as a result of which B2B will be a wholly-owned subsidiary of AGBA, and (ii) Merger Sub II will merge with and into Fintech, with Fintech as the surviving entity, as a result of which Fintech will be a wholly-owned subsidiary of AGBA (these mergers together, the “Acquisition Merger”). The Acquisition Merger will become effective upon the filing and registration of the Articles of Merger for each merger with the Registrar of Corporate Affairs of the BVI in accordance with the BVI Companies Law.

After consideration of the factors identified and discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — AGBA’s Board of Directors’ Reasons for the Approval of the Business Combination”, the AGBA board concluded that the Business Combination satisfies its investment criteria, as more fully disclosed in the prospectus for AGBA’s initial public offering, including that the businesses of the TAG Business had a fair market value of at least 80% of the balance of the funds in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of execution of the Business Combination Agreement. For more information about the transactions contemplated by the Business Combination Agreement, see “Proposal No. 1 — The Business Combination Proposal.”

Consideration

At 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 and Fintech, to direct receipt of the Aggregate Stock Consideration. The aggregate value of the Aggregate Stock Consideration to be paid by AGBA in the Business Combination is 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)).

The value of the Aggregate Stock Consideration may be higher, if, in accordance with the Business Combination Agreement, the parties mutually agree for AGBA to issue a larger number of AGBA Shares. AGBA currently is authorized to issue 100,000,000 ordinary shares, US$0.001 par value per share.

Pursuant to the Business Combination Agreement, at Closing, AGBA shall issue the full amount of the Aggregate Stock Consideration, less certain Holdback Shares (for indemnification purposes), to TAG, in its capacity as sole shareholder of B2B and Fintech. Post-Closing, TAG intends to further distribute the Aggregate Stock Consideration to certain beneficial shareholders of TAG, subject to legal and regulatory requirements. On the day following the last day of the survival period (i.e. six months following the Closing), AGBA shall issue the Holdback Shares to TAG, in its capacity as sole shareholder of B2B and Fintech, subject to compliance with applicable Law, and deliver such Holdback Shares in accordance with the terms and conditions of the Business Combination Agreement. Upon the written agreement of the parties to the Business Combination Agreement, AGBA may deliver all or a portion of the Aggregate Stock Consideration in the form of cash, pursuant to payment mechanisms to be mutually agreed.

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Tax Considerations

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.

Covenants and Undertakings

Joint Covenants of the Parties

Each of the parties to the Business Combination Agreement, including the Merger Subs which have acceded to the agreement upon their formation, has agreed to take certain actions, including among other things:

• not to enter into alternative transactions competing with the Business Combination;

• to provide access to their books and records and provide information relating to their respective business to the other party, its counsel, and other representatives;

• to provide notice upon the occurrence of certain events, such as the commencement of material litigation or actions materially affecting the transactions contemplated in the Business Combination Agreement;

• to cooperate to prepare a proxy statement to be circulated to the shareholders of AGBA to approve the transaction and a resale registration statement on Form S-1 (and certain other regulatory filings) to be filed with the SEC to register the AGBA Shares comprising the Aggregate Stock Consideration and to meet all other SEC requirements and obtain other required approvals;

• to cooperate regarding tax matters;

• to take commercially reasonable efforts to obtain necessary third-party consents;

• to use reasonable best efforts to finalize related agreements to the Business Combination Agreement no later than March 31, 2022 (unless otherwise agreed by the parties in writing);

• to comply with all agreements entered into in connection with AGBA’s IPO;

• to maintain confidentiality;

• to provide indemnification and insurance for directors and officers of AGBA and the Post-Combination Company;

• to cooperate in obtaining sufficient financing for 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 closing (the “PIPE Investment”); and

• to cooperate with the Transfer Agent of AGBA to remove any restriction legends on the shares comprising the Aggregate Stock Consideration to be registered by a registration statement on Form S-1 for the AGBA Shares comprising the Aggregate Stock Consideration upon it becoming effective under U.S. securities law.

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Conduct of Business; Covenants of AGBA and the Merger Subs

AGBA has agreed to remain a “blank check company” as defined in Rule 419 of the Securities Act and to not conduct any business operations other than in connection with the Business Combination Agreement. Each of Merger Sub I and Merger Sub II has agreed (upon their accession to the agreement on December 3, 2021) to remain subsidiaries solely for the purpose of entering into the Acquisition Merger.

The Business Combination Agreement also contains covenants of AGBA and the Merger Subs (upon their accession to the Business Combination Agreement) providing for:

• allowance for AGBA to make certain distributions from its trust account;

• the continued employment of certain key personnel of OPH, Fintech, and their subsidiaries following the Business Combination;

• AGBA to prepare and submit to Nasdaq a listing application for the AGBA Shares comprising the Aggregate Stock Consideration to be registered pursuant to the registration statement;

• AGBA’s directors adopting a resolution consistent with the interpretive guidance of the SEC relating to Rule 16b-3(d) under the Exchange Act, such that the acquisition of AGBA Shares pursuant to the Business Combination Agreement by any officer or director of B2B, B2BSub, HKSub, OPH, Fintech, or TAG who is expected to become a “covered person” of AGBA for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder shall be exempt acquisitions for purposes of that section;

• the release of the Group Parties, their subsidiaries, and their affiliates from all disputes, claims, losses, controversies, demands, rights, liabilities, actions, and causes of action of every kind and nature, whether known or unknown, arising from any matter concerning the TAG Business and its subsidiaries occurring prior to Closing, save for certain exceptions;

• AGBA incorporating the Merger Subs, and the Merger Subs acceding to the Business Combination Agreement; and

• Settlement of all outstanding liabilities of AGBA and reimbursement of out-of-pocket expenses reasonably incurred by AGBA’s officers and directors in investigating business combination opportunities.

Conduct of Business; Covenants of the Group Parties

Each of B2B, B2BSub, HKSub, OPH, and Fintech have agreed to operate their business in the ordinary course, consistent with past practices, prior to Closing of the Business Combination (with certain exceptions) and not to take certain specified actions without the prior written consent of AGBA. TAG and the Group Parties also have agreed to furnish the financial statements required by AGBA to make applicable filings with the SEC.

The Business Combination Agreement also contains covenants of these parties providing for:

• the delivery of certain future annual and interim financial statements;

• an update to the disclosure schedules of the TAG Business and its subsidiaries at Closing; and

• the consummation of the merger of OPH with HKSub, with HKSub as the surviving entity.

Closing

In accordance with the terms and subject to the conditions of the Business Combination Agreement, the Closing shall occur via the remote electronic exchange of documentation, unless otherwise agreed by the parties thereto, and shall be deemed to take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, NY 10154 at 10:00 a.m. local time, on a date no later than five (5) Business Days after the satisfaction or waiver of all the conditions described below, or at such other place and time as the parties may mutually agree upon.

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General Conditions to Closing

Consummation of the Business Combination and the obligations of the parties to consummate the transactions contemplated by the Business Combination Agreement (which may be waived by the mutual agreement of the parties) are conditioned on, among other things:

• the absence of any applicable law or final, non-appealable order prohibiting the consummation of the closing of the Business Combination and the absence of any third-party legal action seeking to interfere with the Business Combination in any respect;

• AGBA receiving approval from its shareholders to the Business Combination;

• the Merger Subs receiving approval from AGBA, as their sole shareholder, approving and adopting the plans and articles of merger for the Acquisition Merger;

• B2B, HKSub, OPH, and Fintech receiving approval from their respective shareholders, approving and adopting the plans and articles of merger for the OPH Merger and the Acquisition Merger;

• the SEC having completed its review of the proxy statement, and AGBA filing the definitive proxy statement with the SEC and distributing the definitive proxy statement to its shareholders;

• the resale registration statement on Form S-1 for the AGBA Shares comprising the Aggregate Stock Consideration becoming effective under U.S. securities law;

• the OPH Merger having been consummated and legally effective under Hong Kong law;

• all consents required to be obtained from or made with any authority having been obtained;

• each of the additional agreements contemplated by the Business Combination Agreement being duly executed and in full force and effect;

• the Articles of Merger for B2B and Merger Sub I being executed, filed, and accepted by the BVI Registrar of Corporate Affairs; and

• the Articles of Merger for Fintech and Merger Sub II being executed, filed, and accepted by the BVI Registrar of Corporate Affairs.

AGBA’s Conditions to Closing

The obligations of AGBA to consummate the transactions contemplated by the Business Combination Agreement (which may be waived by AGBA in its discretion), in addition to the conditions described above in the first paragraph of this section, are conditioned upon, among other things, each of the following:

• the Group Parties complying with all of their obligations under the Business Combination Agreement, including executing the additional agreements contemplated therein;

• the representations and warranties of TAG being true on the signing date of the Business Combination Agreement and as at Closing;

• there having been no Group Parties Material Adverse Effect (as defined in the Business Combination Agreement);

• AGBA receiving a certificate from a representative of each of B2B, B2BSub, HKSub, OPH, Fintech, and TAG, certifying satisfaction of their closing obligations;

• AGBA receiving (i) the organizational documents of B2B, B2BSub, HKSub, OPH, Fintech, and TAG and (ii) the resolutions of their boards authorizing the transactions contemplated by the Business Combination Agreement;

• TAG’s key personnel having executed employment agreements with respect to their employment with the Post-Combination Company;

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• AGBA receiving the Group Parties’ disclosure schedules, updated as at Closing; and

• AGBA having received duly executed legal opinions from B2B’s Hong Kong and BVI counsel and Fintech’s BVI counsel.

TAG Group Parties’ Conditions to Closing

The obligations of B2B, B2BSub, HKSub, OPH, Fintech, and TAG to consummate the transactions contemplated by the Business Combination Agreement (which may be waived by the Group Parties in their discretion), in addition to the conditions described above, are conditioned upon, among other things, each of the following:

• AGBA and the Merger Subs complying with all of their respective obligations under the Business Combination Agreement, including executing the additional agreements contemplated therein;

• the representations and warranties of AGBA being true on the signing date and as at Closing;

• no Acquiror Material Adverse Effect (as defined in the Business Combination Agreement) having occurred or continuing;

• the Group Parties receiving a certificate from the CEO and CFO of AGBA, certifying satisfaction of their closing obligations;

• the incorporation of the Merger Subs and their accession to the Business Combination Agreement;

• AGBA completing payment to all holders of its securities who validly redeemed their securities in accordance with the terms of the Business Combination Agreement, AGBA’s resale registration statement on Form S-1 for the AGBA Shares comprising the Aggregate Stock Consideration, and this proxy statement;

• all remaining indebtedness owed by AGBA to the Sponsor, after repayment, shall have been converted into AGBA Units at the price of US$10.00 per unit, which is the same as the Private Placement Units, in accordance with the promissory notes issued to the Sponsor;

• AGBA filing with the BVI Registrar of Corporate Affairs the Fourth Amended and Restated Memorandum and Articles of Association of AGBA and obtaining approval at the extraordinary general meeting, and the BVI Registrar of Corporate Affairs having registered such amended memorandum and articles;

• AGBA’s listing application with Nasdaq for the AGBA Shares to be issued pursuant to the Business Combination Agreement having been approved and AGBA remaining listed on Nasdaq; and

• upon the Closing, after deducting the aggregate amount of cash proceeds that will be required to satisfy any exercise of AGBA securities redemptions from the trust account and the aggregate amount of any unpaid AGBA transaction costs and TAG transaction costs, 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.

See “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing” for more details on the applicable closing conditions. Please also see the section titled “Proposal No. 1 — The Business Combination Proposal” generally for more information.

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Pre-Business Combination Structure

The following chart illustrates the current ownership structure, as of the date of this proxy statement, of OPH, Fintech, B2B, and their respective subsidiaries, each of which will together be carved-out of the Legacy Group as a result of the Business Combination:

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Following the date of this proxy statement but prior to the Acquisition Merger and Closing, OPH and HKSub will consummate the OPH Merger whereby OPH will merge into HKSub with HKSub as the surviving entity. As a result, B2BSub will directly own 100% of the issued and outstanding shares of HKSub, becoming the beneficial owner of the subsidiaries of OPH. The following chart illustrates the ownership structure of the TAG Business immediately following the OPH Merger:

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Post-Business Combination Structure and Impact on the Public Float

The following chart illustrates the ownership structure of the combined company immediately following the Business Combination, or the “Post-Combination Company”. The equity interests shown in the diagram below were calculated based on the assumptions that (i) no AGBA shareholder exercises appraisal or dissenter rights, (ii) none of the Initial Shareholders or TAG purchase AGBA Shares in the open market, (iii) there is no exercise or conversion of AGBA Warrants, (iv) an aggregate of 425,738 shares are issued upon conversion of the notes issued to the Sponsor (“Notes”), (v) the issuance of 555,000 shares to Apex Twinkle Limited as financial advisor to the Business Combination, and (vi) there are no other issuances of equity by AGBA prior to or in connection with the consummation of the Business Combination. Following the Closing, TAG intends to further distribute the Aggregate Stock Consideration to certain beneficial shareholders of TAG, subject to legal and regulatory requirements, and the Post-Combination Company intends to file a further resale registration statement on Form S-1 with the SEC to register the resale of the AGBA Shares comprising the Aggregate Stock Consideration by such beneficial shareholders of TAG.

As a result of the Business Combination and immediately following the closing of the Business Combination, assuming no AGBA shareholders elect to redeem their shares for cash, TAG will, prior to its post-Closing distribution of the entire Aggregate Stock Consideration to certain beneficial shareholders, own approximately 85.3% of the outstanding Post-Combination Company ordinary shares, the former shareholders of AGBA will own approximately 8.5% of the outstanding Post-Combination Company ordinary shares and investors of the PIPE financing (assuming the target minimum of US$35,000,000) will own approximately 5.4% of the outstanding Post-Combination Company ordinary shares (in each case, not giving effect to any shares issuable to them upon the exercise of warrants and the unit purchase option). The target minimum US$35,000,000 amount of Post-Combination Company ordinary shares to be owned by investors of the PIPE financing is subject to the final amount actually subscribed for by the PIPE investors, with US$35,000,000 being a minimum amount required by the Business Combination Agreement as a condition to Closing. Apex Twinkle Limited, as financial advisor to the Business Combination, will own 555,000 AGBA Shares — less than 1%. If the actual facts are different from these assumptions (which they are likely to be), the percentage ownership retained by each of the persons in the two charts above will be different.

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Redemption Rights

Pursuant to AGBA’s Existing Charter, a holder of AGBA Shares may demand that AGBA redeem such ordinary shares for cash at the applicable redemption price per share equal to the quotient obtained by dividing the (i) the aggregate amount on deposit in the trust account as of two Business Days prior to the consummation of the Business Combination, including interest (net of taxes payable), by (ii) the total number of the then outstanding public ordinary shares. As of February 7, 2022, this would have amounted to approximately US$11.24 per share.

You will be entitled to receive cash for any public ordinary shares to be redeemed only if you:

• hold public shares; and

• prior to 5:00 pm Eastern Time, on [•], 2022 (two Business Days prior to AGBA’s extraordinary general meeting), (a) submit a written request to Continental that AGBA redeem your public shares for cash; and (b) deliver your public shares to Continental, physically or electronically through DTC.

If a holder exercises its redemption rights, then such holder will be exchanging its AGBA Shares for cash and will no longer own shares of the Post-Combination Company. Such a holder will be entitled to receive cash for its AGBA Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to AGBA’s Transfer Agent in accordance with the procedures described herein. Please see the section entitled “Extraordinary General Meeting of AGBA Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

The following table demonstrates the book value of shares owned by non-redeeming shareholders at each of the following redemption levels:

	Book Value per share owned by Non-redeeming shareholders	Book Value per share assuming no warrants were issued to Initial Shareholders in connection with AGBA’s initial public offering	Book Value per share assuming no rights were issued to Initial Shareholders in connection with AGBA’s initial public offering	Book value per share assuming that no Insider Shares were issued to AGBA’s sponsor	Book value per share assuming no rights or warrants were issued to Initial Shareholders, and that no Insider Shares were issued
Assuming No redemptions	2.77	2.77	2.77	2.82	2.83
Assuming 50% of maximum redemptions	2.57	2.57	2.57	2.62	2.63
Assuming Maximum redemptions	2.36	2.37	2.36	2.41	2.42

All outstanding public warrants will continue to be outstanding notwithstanding the actual redemptions. The value of our outstanding warrants was approximately US$397,580 based on the closing price of the warrants of US$0.0824 on The Nasdaq Capital Market as of March 15, 2022. The potential for the issuance of a substantial number of additional ordinary shares upon exercise of these warrants could make the combined 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’s share price.

Management and Board of Directors Following the Business Combination

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, three of whom are currently members of AGBA’s board of directors and will be acting as independent directors under the Nasdaq rules: Lee Jin Yi, Ng Wing Fai, Brian Chan, Thomas Ng, and Felix Wong. Lee Jin Yi will be Chairman and Ng Wing Fai will be the Deputy Chairman and Executive Director of the Post-Combination Company after the consummation of the Business Combination. See “Directors, Executive Officers, and Corporate Governance — Directors and Executive Officers after the Business Combination” in this proxy statement for additional information.

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Additional Agreements Relating to the Business Combination

In addition to the Business Combination Agreement, the following agreements will be entered into in connection with the Business Combination.

Plans and Articles of Merger

Pursuant to the terms of the Business Combination Agreement (as amended), the relevant parties to the Acquisition Merger will enter into plans and articles of merger to effect the transactions contemplated in the Business Combination Agreement, the form of the written plans of merger and articles of merger to be agreed upon among the parties no later than March 31, 2022 (unless otherwise agreed by the parties in writing).

As a result of the Acquisition Merger, each of B2B and Fintech will become wholly-owned subsidiaries of AGBA. TAG, as the sole shareholder of each of B2B and Fintech, will be entitled to receive or direct receipt of AGBA Shares equal to the Aggregate Stock Consideration. The Acquisition Merger will become effective upon the filing and registration of the relevant Articles of Mergers with the Registrar of Corporate Affairs of the BVI, or such later time, not more than 30 calendar days from the registration of such filings, in accordance with the BVI Companies Law.

Employment Agreements

AGBA has not entered into any employment agreements with our current executive officers and have not made any agreements to provide benefits upon termination of employment.

The parties to the Business Combination Agreement (as amended) have until March 31, 2022 (unless otherwise agreed by the parties in writing) to agree upon the new employment contracts of the key personnel of TAG, who will continue their employment with the Post-Combination Company. It is a condition precedent to Closing that the key personnel shall have executed new employment contracts, which must contain compensation and benefits that are no less favorable than that to which the relevant key personnel were entitled to immediately prior to Closing.

Lock-up Agreements

The parties to the Business Combination Agreement (as amended) have until March 31, 2022 (unless otherwise agreed by the parties in writing) to agree upon the form of a lock-up agreement with respect to certain of the AGBA Shares to be issued as consideration. The parties have agreed that each person who receives 1% or more of such AGBA Shares will be required to lock-up those shares for at least 180 days from Closing.

Amendment Proposal or “Proposal No. 2” and the Governance Proposals or “Proposal No. 3”

The AGBA shareholders will also be asked to vote to approve a proposal to amend the Existing Charter and adopt the Fourth 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.”

The amendment to AGBA’s organizational documents and related procedures are intended to both install a new name for the company to be used following the Business Combination and revise the terms and conditions of our organizational documents to better reflect the Post-Combination Company’s status as an operating company listed on Nasdaq. Such revisions include, among other things, amendments to the approval thresholds for certain corporate actions, increased flexibility to hold general meetings of the company remotely, introduction of a special shareholder resolution provision, introduction of arbitration as the forum for disputes, and changes to the quorum and voting requirements for board and shareholder meetings. Please see the section entitled “Proposal No. 2 — The Amendment Proposal” for more information.

In addition, the adoption of the Fourth 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 view 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 Fourth Amended and Restated Memorandum and Articles of Association. These governance proposals, collectively, are referred to as the “Governance Proposals” or “Proposal No. 3.”

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Other Proposals

In addition, the AGBA shareholders will be asked to vote on:

• A proposal 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.”

• A proposal to approve and adopt the Share Award Scheme. This proposal is called the “Share Award Scheme Proposal” or “Proposal No. 5.”

• 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.”

Please see the sections entitled “Proposal No. 4 — The Nasdaq Proposal”, “Proposal No. 5 — The Share Award Scheme Proposal,” and “Proposal No. 6 — The Business Combination Adjournment Proposal,” respectively, for more information.

Date, Time, and Place of AGBA extraordinary general meeting

The extraordinary general meeting of AGBA shareholders will be held virtually on [•], 2022 at [•] a.m., at [•], or such other date, time, and place to which such meeting may be adjourned or postponed.

Voting Power; Record Date

Only AGBA shareholders of record at the close of business on [•], 2022, the Record Date for the extraordinary general meeting, will be entitled to vote at the extraordinary general meeting. You are entitled to one vote for each AGBA Share that you owned as of the close of business on the Record Date on each of the Business Combination Proposal, the Amendment Proposal, the Governance Proposals, the Nasdaq Proposal, the Share Award Scheme Proposal, and the Business Combination Adjournment Proposal. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank, or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 5,021,607 AGBA Shares outstanding and entitled to vote, of which 1,375,000 are shares held by AGBA’s Initial Shareholders, representing approximately 27.4% of the outstanding AGBA Shares.

Quorum and Required Vote for Proposals for the Extraordinary General Meeting

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 by proxy. Abstentions present in person by virtual attendance or represented by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

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. 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.

Recommendations of the Board of Directors and Reasons for the Business Combination

After careful consideration of the terms and conditions of the Business Combination Agreement, the board of directors of AGBA has determined that Business Combination and the transactions contemplated thereby are fair to and in the best interests of AGBA and its shareholders. The Board did not feel it was necessary to obtain a fairness opinion because it has substantial experience in evaluating the operating and financial merits of companies similar to the TAG Business and felt capable of determining a fair value for TAG Business. Many of AGBA’s directors and officers are

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nationals or residents of the People’s Republic of China and Hong Kong and all or a substantial portion of their assets are located in the aforementioned locations. As disclosed in AGBA’s IPO registration statement, AGBA, or a committee of its independent directors, would obtain an opinion from an independent accounting firm, or independent investment banking firm that the initial business combination is fair to AGBA from a financial point of view only in the event that AGBA seeks to complete its initial business combination with a target that is affiliated with its sponsor, officers or directors. AGBA is not required to obtain such an opinion in any other context, including for the proposed Business Combination. In reaching its decision with respect to the Business Combination and the transactions contemplated thereby, the board of directors of AGBA reviewed various industry and financial data and the due diligence and evaluation materials provided by TAG and its affiliates. The board of directors did not obtain a fairness opinion on which to base its assessment.

In evaluating the Business Combination, the AGBA board of directors consulted with AGBA’s management and considered a number of factors. In particular, the AGBA board of directors considered, among other things, the following factors, although not weighted or in any order of significance:

• Strong Free Cash Flow Generation. The TAG Business has historically exhibited profitability or has the potential to generate significant revenue and earnings growth through a combination of both existing and new business development. We focused on businesses that have predictable, stable, and increasing revenue streams with low working capital and capital expenditure.

• Unique Market Position. The TAG Business has a unique or niche position across an industry or businesses that have leading competitive technology, unique brand equity and/or product competences, including both TAG’s B2B platform and fintech business lines. AGBA’s management believe the TAG Business has a good chance to deliver on its vision to become “the fastest growing and most trusted platform offering wealth and health services in the Greater Bay Area.”

• Qualified and Complementary Management Team. The TAG Business has a seasoned management team that has a broad network and is here for the long-term. The TAG Business management team exhibits complementary qualities to ours so that we can help, where appropriate, to supplement their existing management team with leaders from our network to enhance the revenue and operational efficiencies of the target business, with a goal of delivering increased value to our shareholders.

• Middle-Market Businesses with Growth Potential. Although higher than the value we were initially seeking, the TAG Business has significant growth potential and a middle-market enterprise value not exceeding US$600 million.

• Potential benefit from capital markets access. Through this transaction, AGBA hopes to take advantage of easier capital raise in the secondary market and unlock greater value for the TAG Business and investors.

The AGBA board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

• 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.

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• 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.

• 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:

AGBA’s board of directors recommends that AGBA shareholders vote:

• FOR the Business Combination Proposal;

• FOR the Amendment Proposal;

• FOR the Governance Proposals;

• FOR the Nasdaq Proposal;

• FOR the Share Award Scheme Proposal; and

• FOR the Business Combination Adjournment Proposal.

Independent Director Oversight

Our board of directors is comprised of a majority of independent directors who are not affiliated with our Sponsor and its affiliates. In connection with the Business Combination, our independent directors, Brian Chan, Eric Lam, and Thomas Ng took an active role in evaluating and negotiating the proposed terms of the Business Combination, including the Business Combination Agreement, the related agreements, and the Fourth Amended and Restated Memorandum and Articles of Association to take effect upon the completion of the Business Combination. As part of their evaluation of the Business Combination, our independent directors were aware of the potential conflicts of interest with our Sponsor and its affiliates, that could arise with regard to the proposed terms of the Business Combination Agreement and the Fourth Amended and Restated Memorandum and Articles of Association to take effect upon the completion of the Business Combination. Our independent directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Independent Director Oversight.”

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Interests of Certain Persons in the Business Combination

When you consider the recommendation of AGBA’s board of directors in favor of adoption of the Business Combination Proposal and the other Proposals, you should keep in mind that AGBA’s Initial Shareholders, including its directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a shareholder, including:

• If the proposed Business Combination is not consummated by May 16, 2022, we will be required to liquidate. In such event, the 1,150,000 ordinary shares held by AGBA’s Initial Shareholders, which were acquired prior to the IPO for an aggregate purchase price of US$25,000, will be worthless. Such ordinary shares had an aggregate market value of approximately US$12.8 million based on the closing price of AGBA Shares of US$11.17 on Nasdaq as of March 14, 2022.

• If the proposed Business Combination is not consummated by May 16, 2022, 225,000 Private Placement Units purchased by the Sponsor for a total purchase price of US$2,250,000, will be worthless. Such Private Placement Units had an aggregate market value of approximately US$2.4 million based on the closing price of AGBA Units of US$10.70 on Nasdaq as of March 14, 2022.

• As of February 15, 2022, AGBA has unsecured promissory notes in the aggregate principal amount of US$4,257,382 outstanding. If the proposed Business Combination is not consummated by May 16, 2022, then such loans will not be repaid.

• Unless AGBA consummates the Business Combination, its officers, directors, and Initial Shareholders will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceeded the amount of its working capital. As of December 31, 2021, US$952,761 of advances was paid by Sponsor for expenses incurred on AGBA’s behalf and if the proposed Business Combination is not consummated by May 16, 2022, that amount would not be repaid. As a result, the financial interest of AGBA’s officers, directors, and Initial Shareholders or their affiliates could influence its officers’ and directors’ motivation in selecting the TAG Business as a target and therefore there may be a conflict of interest when it determined that the Business Combination is in the shareholders’ best interest.

• Two of AGBA’s current five directors are director nominees of the Post-Combination Company’s board.

• The exercise of AGBA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in our shareholders’ best interest.

• If a business combination is not completed by May 16, 2022, the Sponsor will lose a combined aggregate amount of approximately US$20.4 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$11.17 per share on March 14, 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.

China Regulation, Hong Kong Operations and Associated Risks

Non-Applicability of PRC Law and Regulation

The TAG Business currently does not have any operations in mainland China (“China” or the “PRC”). Accordingly, the management of the TAG Business believe that the laws and regulations of the PRC do not currently have any material impact on the business, financial condition, and results of operations of the TAG Business. This is because, 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

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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.

PRC Government Influence and Control

While the management of the TAG Business believes that the recent statements or regulatory actions by the relevant organs of the PRC government, and the anti-monopoly enforcement actions taken by relevant PRC government authorities, should not have any material adverse impact on the ability of the TAG Business to conduct business, accept foreign investments, list its securities on a U.S. or other foreign exchange, or engage in transactions like the Business Combination, there is no guarantee that this situation will continue to be the case. Nor is there any 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. If certain PRC laws and regulations, such as those discussed below in the section titled “PRC Data Security Laws,” 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. Neither AGBA nor TAG cannot predict the extent of such impact if such events were to occur. See “Risk Factors — Risk Factors Relating to the Jurisdictions in which the TAG Business Operates — The PRC government exerts substantial influence, discretion, oversight, and control over the manner in which companies incorporated under the laws of PRC must conduct their business activities. The TAG Business is a Hong Kong-based company with no operations in mainland China; however, there can be no guarantee that the PRC government will not seek to intervene or influence the operations of the TAG Business or its subsidiaries at any time.”

PRC Data Security Laws

Certain recently enacted PRC data security related laws and regulations could have an impact on the Hong Kong-based TAG Business, if applied in Hong Kong. For example, on December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that PRC-based enterprises seeking to issue and list shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing under the Draft Overseas Listing Regulations.

On December 28, 2021, the Cyberspace Administration of China (“CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.

Given that (1) the TAG Business and its subsidiaries are incorporated either in Hong Kong or the British Virgin Islands and are located in and conduct their operations in Hong Kong, (2) they have no subsidiary, VIE structure, nor any operations in mainland China, and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign

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affairs, as well as other matters outside the autonomy of Hong Kong), the management of the TAG Business do not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law or the Draft Overseas Listing Regulations to impact the operations of the TAG Business, the Post-Combination Company or the transactions contemplated by the Business Combination. The management of the TAG Business further believes that none of the TAG Business or its subsidiaries is deemed to be an “Operator” (as defined in the Measures for Cybersecurity Review (2021)) or required to file for cybersecurity review before becoming listed in the United States, because (i) the TAG Business and its subsidiaries are incorporated either in Hong Kong or the British Virgin Islands and operate in Hong Kong without any subsidiary or VIE structure in mainland China, and it remains unclear whether each of the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the Draft Overseas Listing Regulations shall be applied to a company based in Hong Kong; (ii) as of date of this proxy statement, the TAG Business and its subsidiaries have conducted all sales activities in Hong Kong and in aggregate collected and stored personal information of less than one million users in the PRC; (iii) all of the data collected is stored in servers located in Hong Kong; and (iv) as of the date of this proxy statement, none of the TAG Business or its subsidiaries have been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review.

However, there is no assurance that these laws and pronouncements will continue not to apply to the TAG Business in relation to the listing or continued listing of the Post-Combination Company’s securities on a U.S. securities exchange or to the Post-Combination Company’s operations after Closing of the Business Combination. Moreover, in the event that these laws applied, and the Post-Combination Company was able to secure the requisite permissions or approvals, there can be no assurance that it will not be subsequently revoked or rescinded. Any actions by the PRC government to exert more influence, oversight, and control over offerings (including of businesses whose primary operations are in Hong Kong) that are conducted overseas and/or foreign investments in Hong Kong-based issuers could significantly limit or hinder the ability of the Post-Combination Company to offer or continue to offer securities to investors, and may, in turn, cause the value of the Post-Combination Company’s securities to significantly decline or be worthless. See “Risk Factors — Risk Factors Relating to the Jurisdictions in which the TAG Business Operates — Although not currently subject, the TAG Business may become subject to the PRC laws and regulations regarding offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on the business, financial condition, and results of operations of the TAG Business and may hinder the ability of the Post-Combination Company to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.”

PCAOB and the Holding Foreign Companies Accountable Act

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, with its last inspection in June 2018. However, if the PCAOB, for whatever reason, 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 Jurisdictions in which the TAG Business Operates — 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.”

The TAG Business’s Cash Flows and Transfers of Other Assets

Neither OPH nor Fintech has 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. 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. Other than the distribution of the Aggregate Stock Consideration to certain 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.

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As of the date of this Proxy Statement, neither OPH, Fintech, B2B, or any of their respective subsidiaries is subject to any restrictions on its ability to transfer cash or distribute earnings between entities, across borders and to U.S. investors. The TAG Business is not subject to any loan covenants, restrictions on the conversion of local currency earnings into U.S. dollars or other hard currency, or other regulatory restrictions applicable to the countries in which its subsidiaries are formed and conduct their businesses. For discussion of the risks created by the jurisdictions in which the TAG Business operates, see “Risk Factors — Risks Factors Relating to the Jurisdictions in which the TAG Business Operates.”

Risk Factors

In evaluating the proposal to be presented at the extraordinary general meeting, you should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors”. The occurrence of one or more of the events or circumstances described in that section, alone or in combination with other events or circumstances, may have a material adverse effect on (i) the ability of AGBA and TAG to complete the Business Combination; and (ii) the business, cash flows, financial condition and results of operations of the TAG Business prior to the consummation of the Business Combination and the Post-Combination Company following consummation of the Business Combination.

Risks relating to the TAG Business include, but are not limited to, the following:

• The ability of the TAG Business and its subsidiaries to continue as a going concern being dependent on its ability to raise additional funds and implement its business plan;

• The success and growth of the TAG Business depending, in part, on its ability to be a leader in technological innovation in its industries;

• The technologies that the TAG Business uses possibly containing undetected errors, which could result in customer dissatisfaction, damage to the TAG Business’s reputation, or loss of customers;

• Fintech recently launching the Tandem Hong Kong 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;

• OPH and its subsidiaries relying on their business relationships with the issuers of financial products 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 international property agency segment of OPH historically operating on thin margins, which expose it to risk of non-profitability;

• The TAG Business relying on third parties for various aspects of its business and the services and solutions that it offers thereby and those third parties potentially failing to provide sufficient (or any) services.

• Failing to maintain and enlarge the TAG Business’s customer base or strengthen customer engagement;

• A number of the TAG Business’s business partners being commercial banks and other financial institutions that are highly regulated, and the tightening of laws, regulations or standards in the financial services industry potentially harming its business;

• Significant fluctuations in customer transactions potentially disrupting the TAG Business’s ability to efficiently process and settle transactions;

• The TAG Business operating in a competitive and evolving industry which, if it fails to compete, could limit its growth potential;

• The TAG Business’s ability to protect and promote its brand and reputation from damage thereby reducing its business and prospects;

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

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

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• The TAG Business’s potential inability to use software licensed from third-parties, including open-source software;

• The TAG Business potentially experiencing negative impacts to its financial and operating performance as a result of the COVID-19 pandemic and its effects on the jurisdictions in which the TAG Business operates;

• The TAG Business being exposed to liquidity risk, particularly in its money lending segment;

• The TAG Business being exposed to credit risk, particularly in its money lending segment;

• The financial leverage of the TAG Business adversely affecting its ability to raise additional capital;

• The TAG Business’s performance depending on key management and personnel, who are anticipated to continue in substantially similar roles in the Post-Combination Company and who may be difficult or impossible to replace;

• The Legacy Group having 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 the services rendered by the Legacy Group to the TAG Business;

• The TAG Business’s ability to maintain its corporate culture and the innovation, collaboration, and focus on the mission arising from that culture that contribute to its business;

• Substantially all of the TAG Business’s operations being housed in one location, and thus subject to damage or being rendered inoperable by natural or man-made disasters;

• The TAG Business’s inability to identify or pursue suitable acquisition or expansion opportunities or achieve optimal results in future acquisitions or expansions, and it potentially encountering difficulties in successfully integrating and developing acquired assets or businesses;

• Risks associated with the TAG Business’s growth strategy of potential expansion in China;

• The TAG Business and its directors, management, and employees currently being, and may in the future be, subject to litigation and regulatory investigations and proceedings;

• The TAG Business not having sufficient insurance coverage to cover its business risks;

• The TAG Business not being able to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position;

• The TAG Business having the right to use all required intellectual property for its operations, and failing to protect its existing intellectual property rights;

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

• Members of the TAG Business’s group being party to certain related party transactions.

Risks relating to the jurisdictions in which the TAG Business operates include, but are not limited to, the following:

• The TAG Business’s business, financial condition, results of operations, and prospects potentially being materially and adversely affected if certain laws and regulations of the PRC become applicable to the TAG Business or its subsidiaries;

• The PRC government, despite the current Hong Kong legal environment of “One Country, Two Systems,” exerting substantial influence, discretion, oversight, and control over the manner in which Hong Kong-based companies must conduct their business activities;

• TAG Business’s securities being delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act if the PCAOB were unable to fully inspect its current auditor (or any future auditor of the Post-Combination Company);

• The TAG Business becoming subject to PRC laws governing security offerings that are conducted overseas and/or foreign investment in China-based issuers;

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• The governments of the jurisdictions in which the TAG Business operates or intends to operate potentially restricting or controlling the ability of foreign investors to invest in businesses located in such jurisdictions;

• The TAG Business’s financial services revenues being highly dependent on macroeconomic conditions as well as Hong Kong, China, and global market conditions. Disruptions in the global financial markets and economic conditions could adversely affect the TAG Business and its institutional clients and customers;

• The TAG Business being subject to many of the economic and political risks associated with emerging markets due to its operations in Hong Kong. Adverse changes in Hong Kong’s or China’s economic, political, and social conditions as well as government policies could adversely affect the TAG Business’s business and prospects;

• The TAG Business operating 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;

• The TAG Business being 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;

• The TAG Business being 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 potentially having a material adverse effect on its business and results of operations;

• Failure to comply with existing or future laws and regulations related to data protection or data security leading to liabilities, administrative penalties or other regulatory actions, which could negatively affect the TAG Business’s operating results, business, and prospects;

• Uncertainties in the interpretation and enforcement of laws and regulations, particularly relating to new technologies;

• PRC laws and regulations that may make it more difficult for the TAG Business to pursue growth opportunities in China;

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

• Recent litigation and negative publicity surrounding China-based companies listed in the United States resulting in increased regulatory scrutiny of the Post-Combination Company and negatively impacting the trading price of its shares, which could have a material adverse effect upon its business, including its results of operations, financial condition, cash flows, and prospects;

• Risks related to natural disasters, health epidemics, civil and social disruption and other outbreaks, which could significantly disrupt the TAG Business’s operations; and

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

Risks relating to AGBA’s business include, but are not limited to, the following:

• AGBA being forced to liquidate the trust account if it cannot consummate a business combination by May 16, 2022. In the event of a liquidation, AGBA’s public shareholders will receive approximately US$11.24 per share and the AGBA Rights will expire worthless;

• There being 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 its operations in the future;

• AGBA’s Private Warrants being accounted for as liabilities and any resulting changes in the value of the warrants having a material effect on its financial results;

• ABGA Shares subject to redemption being classified as outside permanent equity and changes in classification having a material effect on AGBA’s financial results;

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• AGBA having identified its accounting of the Private Warrants as a material weakness in its internal control over financial reporting, and if it is unable to develop and maintain an effective system of internal control over financial reporting, investor confidence and AGBA’s business may be adversely affected;

• AGBA potentially facing litigation and other risks as a result of the material weakness, identified in its account of the Private Warrants, in its internal control over financial reporting;

• If third parties bring claims against AGBA, the proceeds held in trust could be reduced as a result of expenses or successful claims, and the per-share liquidation price received by AGBA’s shareholders may be less than US$11.24;

• 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;

• 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;

• AGBA’s directors and officers potentially having 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, AGBA shareholder interests;

• All of AGBA’s officers and directors owning AGBA Shares and AGBA rights which will not participate in liquidation distributions and, therefore, potentially having a conflict of interest in determining whether the Business Combination is appropriate;

• AGBA requiring its 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’s Initial Shareholders, including its officers and directors, controlling a substantial interest in AGBA and thus potentially influencing certain actions requiring a shareholder vote;

• AGBA’s Initial Shareholders potentially receiving 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;

• AGBA’s public warrants may never be in the money and may expire worthless, even if the Business Combination is consummated;

• AGBA’s ability to redeem unexpired warrants prior to their exercise at a time that could be disadvantageous to investors;

• 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 not obtaining an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders;

• 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;

• AGBA having no operating or financial history and our results of operations and those of the Post-Combination Company potentially differing significantly from the unaudited pro forma financial data included in this proxy statement; and

• AGBA being an “emerging growth company” and a smaller reporting company” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make its securities less attractive to investors.

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Finally, risks relating to the Business Combination include, but are not limited to, the following:

• The risks to unaffiliated investors of going public through a merger rather than an underwritten offering, as 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;

• AGBA and TAG having incurred and expecting to incur significant costs associated with the Business Combination whether or not consummated;

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

• The Post-Combination Company being required to meet the initial listing requirements to be listed on Nasdaq, and it being unable 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;

• The TAG Business failing to maintain an effective system of internal controls, leading to the Post-Combination Company potentially being unable to accurately report its results of operations, meet with its reporting obligations, or prevent or report fraud;

• The Post-Combination Company incurring significant costs as a publicly listed company in the United States;

• If the Acquisition Merger does not qualify as a tax-free reorganization, persons who are U.S. taxpayers 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.

• The ability for AGBA to waive one or more of the conditions of the Business Combination Agreement without shareholder approval;

• There being a substantial number of AGBA Shares available for sale in the future that may adversely affect the market price of AGBA Shares;

• AGBA’s shareholders experiencing immediate dilution as a consequence of the issuance of ordinary shares as consideration in the Business Combination, and having a minority share position may reduce the influence that AGBA’s current shareholders have on the management of the Post-Combination Company;

• The exercise by AGBA’s security holders of their registration rights with respect to their securities, or the exercise by holders of AGBA’s public warrants of their rights to exercise their warrants, may have an adverse effect on the market price of the Post-Combination Company’s securities;

• Shareholder litigation and regulatory investigations potentially harming AGBA’s business, financial condition and operating results and diverting management attention;

• The interests of members of the Legacy Group potentially conflicting 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 and the Post-Combination Company could be resolved in a manner unfavorable to the Post-Combination Company and its public shareholders;

• Risk associated with members of the Legacy Group becoming 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, which could impact the business, operating results, and financial condition of the Post-Combination Company, either operationally or reputationally;

• The TAG Business lacking a history as a company separate from the Legacy Group;

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

• The Post-Combination Company not being able to obtain additional capital when required, on favorable terms or at all;

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• The Business Combination or the Post-Combination Company being materially adversely affected by the recent and ongoing COVID-19 outbreak;

• The rights of shareholders under BVI law differing from those under U.S. law and the BVI having a less exhaustive body of securities laws compared to the United States.

• The potentially difficulty of the Post-Combination Company’s shareholders enforcing judgments obtained in the U.S. in the British Virgin Islands where AGBA (and therefore the Post-Combination Company) is incorporated; and

Certain Developments

Extension of Date to Consummate a Business Combination

On November 2, 2021, AGBA held an extraordinary general meeting of shareholders. AGBA’s shareholders approved the proposal to amend AGBA’s Amended and Restated Memorandum and Articles of Association to extend the date by which AGBA has to consummate a business combination two times for three additional months each time from November 16, 2021 to May 16, 2022. Further, AGBA’s shareholders approved the proposal to amend AGBA’s investment management trust agreement, dated as of May 14, 2019 and as amended, by and between AGBA and Continental Stock Transfer & Trust Company to allow AGBA to extend the time to consummate a business combination two times for three months each time from November 16, 2021 to May 16, 2022. On each of November 10, 2021 and February 7, 2022, AGBA issued an unsecured promissory note, in the aggregate principal amount of US$546,991.05 to the Sponsor in exchange for the Sponsor depositing such amount into AGBA’s trust account in order to extend the amount of time available to consummate a business combination (the “Notes”). The Notes do not bear interest and mature upon closing of a business combination by AGBA. In addition, the Notes may be converted by the holder into units of AGBA identical to the units issued in AGBA’s initial public offering at a price of US$10.00 per unit.

Voting Securities

As of the date of this proxy statement, there were 5,021,607 AGBA Shares issued and outstanding. Only AGBA shareholders who hold ordinary shares of record as of the close of business on [•], 2022 are entitled to vote at the extraordinary general meeting of shareholders or at any adjournment of the extraordinary general meeting. 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. 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 Proposals.

As of the Record Date, AGBA’s Initial Shareholders, either directly or beneficially, owned and were entitled to vote 1,375,000 ordinary shares, or approximately 27.4% of AGBA’s outstanding ordinary shares. With respect to the Business Combination, AGBA’s Initial Shareholders have agreed to vote their respective AGBA Shares acquired by them in favor of the Business Combination Proposal and related Proposals. They have indicated that they intend to vote their shares, as applicable, “FOR” each of the other Proposals although there is no agreement in place with respect to these Proposals.

Appraisal Rights

The BVI Companies Law prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. For additional information, see the section entitled “Extraordinary General Meeting of AGBA Shareholders — Appraisal Rights.”

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of our board of directors. This solicitation is being made by mail but also may be made by telephone or in person. AGBA and its directors, officers and employees may also solicit proxies in person, by telephone

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or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement and proxy card. Advantage Proxy, a proxy solicitation firm that AGBA has engaged to assist it in soliciting proxies, will be paid its customary fee of approximately US$10,000 and out-of-pocket expenses.

AGBA will ask banks, brokers and other institutions, nominees, and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. AGBA will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares at the extraordinary general meeting if you revoke your proxy before it is voted at the extraordinary general meeting.

Emerging Growth Company

AGBA is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). It is anticipated that after the consummation of the transactions, the Post-Combination Company will continue to be an “emerging growth company.” As an emerging growth company, the Post-Combination Company will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statement, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. AGBA has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, AGBA, as an emerging growth company, will not adopt the new or revised standard until the time private companies are required to adopt the new or revised standard. This approach may make comparison of AGBA’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Post-Combination Company could remain an emerging growth company until the last day of its fiscal year following the fifth anniversary of the consummation of its predecessor’s initial public offering. However, if the Post-Combination Company’s non-convertible debt issued within a three-year period or its total revenues exceed US$1.07 billion or the market value of its shares of 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, the Post-Combination Company would cease to be an emerging growth company as of the following fiscal year.

Domestic Issuer Status

After the consummation of the Business Combination the Post-Combination Company will remain a domestic filer until June 30, 2022, on which date it will reassess whether the Post-Combination Company qualifies as a “foreign private issuer”. The Post-Combination Company may qualify as a “foreign private issuer” on June 30, 2022, after which the Post-Combination Company would become exempt from certain rules under the Exchange Act that would otherwise apply if the Post-Combination Company was a domestic issuer. For example, as a “foreign private issuer” the Post-Combination Company:

• would not be required to provide as many Exchange Act reports, or as frequently or as promptly, as domestic issuers with securities registered under the Exchange Act. For example, the Post-Combination Company would only be required to furnish current reports on Form 6-K any information that the Post-Combination Company (a) makes or is required to make public under the laws of the British Virgin Islands, (b) files or is required to file under the rules of any stock exchange, or (c) otherwise distributes or is required to distribute to its shareholders. In addition, the Post-Combination Company would not be required to

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file its annual report on Form 10-K, which may be due as soon as 60 days after its fiscal year end. As a “foreign private issuer”, the Post-Combination Company would be required to file an annual report on Form 20-F within four months after its fiscal year end;

• would not be required to provide the same level of disclosure on certain issues, such as executive compensation or be required to conduct advisory votes on executive compensation;

• would be exempt from filing quarterly reports under the Exchange Act with the SEC;

• would not be subject to the requirement to comply with Regulation Fair Disclosure, or Regulation FD, which imposes certain restrictions on the selected disclosure of material information;

• would not be required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

• would not be required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, AGBA will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the holders of TAG expecting to have a majority of the voting power of the post-combination company, TAG’s senior management comprising all of the senior management of the Post-Combination Company, the relative size of the TAG Business compared to AGBA, and the TAG Business’s operations comprising the ongoing operations of the Post-Combination Company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of the TAG Business issuing shares for the net assets of AGBA, accompanied by a recapitalization. The net assets of AGBA will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the TAG Business.

Material Tax Consequences of the Business Combination

Tax Consequences if the Merger Qualifies as a Reorganization

The parties have structured the merger to be treated as a “reorganization” for U.S. federal income tax purposes within the meaning of Section 368(a) of the Code, and the parties to the Business Combination Agreement have agreed to report the merger in a manner consistent with such tax treatment to the extent permitted under applicable law. Neither AGBA nor TAG has requested, and neither intends to request, any ruling from the IRS as to the U.S. federal income tax consequences of the merger. Furthermore, the obligations of TAG and AGBA to complete the merger are not conditioned on the receipt of opinions from counsel to the effect that the merger will qualify as a reorganization for U.S. federal income tax purposes. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below. Accordingly, each U.S. Holder is urged to consult its tax advisor with respect to the particular tax consequences of the merger to it.

Assuming the merger is treated as a reorganization within the meaning of Section 368(a) of the Code, a U.S. Holder that exchanges its shares in the TAG Business (“TAG Business Shares”) for new AGBA ordinary shares in the merger generally will not recognize gain or loss in the transaction.

The aggregate tax basis in the new AGBA ordinary shares that a U.S. Holder receives pursuant to the merger will equal its aggregate adjusted tax basis in the TAG Business Shares it surrenders. A U.S. Holder’s holding period for the new AGBA ordinary shares that it receives pursuant to the merger will include the U.S. Holder’s holding period for the TAG Business Shares it surrenders.

Tax Consequences if the Merger Does Not Qualify as a Reorganization

If the merger does not qualify as a reorganization, each U.S. Holder will recognize gain or loss in an amount equal to the difference between (x) the fair market value of AGBA ordinary shares received and (y) the adjusted tax basis in the TAG Business Shares surrendered. Gain or loss will be calculated separately for each block of TAG Business Shares (generally shares acquired at the same cost in a single transaction) surrendered. Such gain or loss generally will be capital gain or loss,

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and will be long-term capital gain or loss if a U.S. Holder has held its TAG Business Shares for more than one year at the time of the merger. Long-term capital gains of non-corporate U.S. Holders may be eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. A U.S. Holder generally will have an aggregate tax basis in the new AGBA shares received equal to the fair market value of such shares as of the date such shares are received, and the U.S. Holder’s holding period in such new AGBA shares would begin on the day following the date of the merger.

Information Reporting

Certain information reporting requirements may apply to each U.S. Holder that is a “significant holder” of TAG Business Shares. A “significant holder” is a holder of TAG Business Shares that, immediately before the merger, owned at least 1% (by vote or value) of the outstanding TAG Business Shares (or, in certain instances, TAG Business Shares with a basis of at least US$1 million). U.S. Holders are urged to consult their tax advisors as to the potential application of these information reporting requirements.

Material BVI Tax Consequences

Material BVI Tax Considerations with Respect to the Business Combination

There are no material tax considerations with respect to the Business Combination or the redemption of AGBA Shares from a BVI law perspective.

Material BVI Tax Considerations with Respect to Ownership of New AGBA Securities

The following is a discussion on certain BVI income tax considerations with respect to the ownership of new AGBA securities. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not include tax considerations other than those arising under BVI law.

Pursuant to Section 242 of the BVI Companies Law, a BVI business company and all dividends, interest, rents, royalties, compensations and other amounts paid by a BVI business company to persons who are not resident in the BVI and any capital gains realized with respect to any shares, debt obligations or other securities of a BVI business company by persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance (Cap.206) of the BVI.

Similarly, no estate, inheritance, succession, or gift tax is payable by persons who are not resident in the BVI with respect to any shares, debt obligations or other securities of a BVI business company.

All instruments relating to transfers of property to or by a BVI business company and all instruments relating to transactions in respect of the shares, debt obligations or other securities of a BVI business company and all instruments relating to other transactions relating to the business of a BVI business company, are exempt from the payment of stamp duty in the BVI. This assumes that the BVI business company does not hold an interest in real estate in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to BVI business companies or their members.

Regulatory Approvals

The Business Combination and the other transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirements or approvals, including the Hart-Scott Rodino Antitrust Improvements Act of 1976, except for review and approval of this proxy statement and the registration statement for the Aggregate Stock Consideration with the SEC. We also anticipate that filings with the Registrar of Corporate Affairs of the BVI and with Hong Kong authorities will be necessary to effect the transactions contemplated by the Business Combination Agreement, including the Acquisition Merger and the OPH Merger.

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OnePlatform Holdings Limited AND TAG ASIA CAPITAL HOLDINGS LIMITED SUMMARY FINANCIAL INFORMATION

The data below as for the years ended December 31, 2019 and 2020 has been derived from the audited combined financial statements of the TAG Business for such years, which are included in this proxy statement. The data for the six-month periods ended June 30, 2021 and 2020 has been derived from the TAG Business’s unaudited combined financial statements for such periods, which are included in this proxy statement. The TAG Business’s combined financial statements are prepared and presented in accordance with U.S. GAAP.

The TAG Business’s historical results are not necessarily indicative of results to be expected for any future period. The information is only a summary and should be read in conjunction with the TAG Business’s combined financial statements and related notes, and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TAG Business” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement are not indicative of the future performance of the TAG Business or the Post-Combination Company.

The following table represents the TAG Business’s selected combined statements of operations and comprehensive loss for the years ended December 31, 2019 and 2020 and for the six months ended June 30, 2020 and 2021:

Selected Combined Statements of Operations and Comprehensive Loss:

	For the Years Ended December 31,						For the Six Months Ended June 30,
	2019			2020			2020			2021
	USD			USD			USD			USD
							(Unaudited)			(Unaudited)
Operating revenues	$	14,344,967		$	14,046,918		$	6,032,433		$	6,202,983
Operating expenses		(15,812,880	)		(15,917,234	)		(6,555,049	)		(7,843,714	)
Loss from operations		(1,467,913	)		(1,870,316	)		(522,616	)		(1,640,731	)
Other expense net		(10,525,724	)		(13,586,804	)		(5,959,690	)		(3,848,365	)
Provision for income taxes		(449,432	)		(683,525	)		(192,326	)		(331,007	)
Net loss		(12,443,069	)		(16,140,645	)		(6,674,632	)		(5,820,103	)
Other comprehensive income (loss)		118,489			91,552			95,829			(17,283	)
Comprehensive loss	$	(12,324,580	)	$	(16,049,093	)	$	(6,578,803	)	$	(5,837,386	)

The following table represents the TAG Business’s selected combined balance sheet data as of December 31, 2019 and 2020 and June 30, 2021:

Selected Combined Balance Sheet Data:

	As of December 31,				As of June 30, 2021
	2019		2020		As of June 30, 2021
	USD		USD		USD
					(Unaudited)
Current assets	$	75,773,728	$	71,156,529	$	52,414,087
Non-current assets		107,987,821		105,785,089		101,484,751
Total assets		183,761,549		176,941,618		153,898,838
Total liabilities