As filed with the U.S. Securities and Exchange Commission on July 14, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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(Exact Name of Registrant as Specified in its Charter)
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| | 6199 | N/A | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
Room 1108, 11th Floor, Block B
New Mandarin Plaza, 14 Science Museum Road
Tsimshatsui East, Kowloon, Hong Kong
(852) 6872 0258
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
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Copies to:
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Lawrence Venick, Esq. Giovanni Caruso, Esq. Jane Tam, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Phone: (212) 407-4000 |
Ng Wing Fai Shu Pei Huang, Desmond Trust Tower 68 Johnston Road, Wan Chai Hong Kong SAR Phone: +852 3601 8363 |
Maria Pedersen, Esq. Gregory Schernecke, Esq. Dechert LLP Cira Centre, 2929 Arch Street Philadelphia, PA 19104-2808 Phone: +1 (215) 994-2222 |
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Approximate date of commencement of proposed sale to public:
From time to time after the effective date hereof.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| | ☒ | Smaller reporting company | | |||
| Emerging growth company | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
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* Upon the closing of the Business Combination, the name of AGBA Acquisition Limited is expected to change to AGBA Group Holding Limited.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.
EXPLANATORY NOTE
This registration statement registers the resale of up to 55,500,000 shares (the “AGBA Shares”), par value $0.0001 per share, of AGBA Acquisition Limited, a BVI company (“AGBA”), by the selling shareholders named in this prospectus (or their permitted transferees) (the “Selling Shareholders”). The Selling Shareholders are expected to be issued the AGBA Shares in connection with the consummation of the proposed business combination (the “Business Combination”) pursuant to that certain business combination agreement by and among 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”).
The AGBA Shares will not be issued and outstanding at the time of the extraordinary general meeting of AGBA’s shareholders relating to the Business Combination and, accordingly, will not be entitled to vote at the extraordinary general meeting and will not have redemption rights in connection therewith. Further, the holders of the AGBA Shares will not receive any proceeds from the trust account established in connection with AGBA’s initial public offering in the event AGBA does not consummate an initial business combination by August 16, 2022 (or November 14, 2022 if further extended, such date being the maximum extension granted by the Nasdaq Hearings Panel on June 23, 2022). In the event the Business Combination is not approved by AGBA shareholders or the other conditions precedent to the consummation of the Business Combination are not met or waived, the AGBA Shares will not be issued and AGBA will seek to withdraw this registration statement prior to its effectiveness.
The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
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PRELIMINARY PROSPECTUS |
SUBJECT TO COMPLETION |
DATED JULY 14, 2022 |
AGBA ACQUISITION LIMITED
55,500,000 Ordinary Shares
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This prospectus relates to the resale from time to time of certain securities to be issued pursuant to the terms of that certain business combination agreement dated as of November 3, 2021, as amended, and as may be further amended, supplemented or otherwise modified from time to time, (the “Business Combination Agreement”) by and among AGBA Acquisition Limited (“AGBA”), TAG Asset Partners Limited, a BVI business company (“B2BSub”), OnePlatform International Limited, a Hong Kong company (“HKSub”), OnePlatform Holdings Limited, a Hong Kong company (“OPH”), TAG Asia Capital Holdings Limited, a BVI business company, (“Fintech”), and TAG Holdings Limited, a BVI business company, (“TAG”). In connection with the closing of the transactions (the “Closing”) contemplated in the Business Combination Agreement (the “Business Combination”): (i) AGBA has 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 have been amended and restated and become the Fifth Amended and Restated Memorandum and Articles of Association as described in this prospectus, a copy of which is filed as an exhibit to the registration statement of which this prospectus is a part; and (iii) AGBA was renamed “AGBA Group Holding Limited” which we also refer to as “Post-Combination Company” in this registration statement.
As described herein, the selling securityholders identified in this prospectus or their permitted transferees (collectively, the “Selling Shareholders”), may sell from time to time up to 55,500,000 ordinary shares of AGBA, US$0.001 par value per share, (“AGBA Shares”) that were issued to them, as the ultimate beneficial shareholders of TAG, in connection with the Business Combination.
We will bear all costs, expenses and fees in connection with the registration of the AGBA Shares and will not receive any proceeds from the sale of the AGBA Shares. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their respective sales of the AGBA Shares.
Since the consummation of the Business Combination, the Post Combination Company’s ordinary shares and warrants have been trading on The Nasdaq Capital Market (“Nasdaq”) under the symbols “AGBA” and “AGBAW,” respectively.
We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements.
Investing in our ordinary shares is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 12.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2022
Table of Contents
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ONEPLATFORM HOLDINGS LIMITED AND TAG ASIA CAPITAL HOLDINGS LIMITED SUMMARY FINANCIAL INFORMATION |
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION |
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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SECURITIES ACT RESTRICTIONS ON RESALE OF AGBA GROUP HOLDING LIMITED SECURITIES |
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i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Shareholders may sell up to 55,500,000 AGBA Shares from time to time in one or more offerings as described in this prospectus. We will not receive any proceeds from the sale of AGBA Shares by the Selling Shareholders.
We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the AGBA Shares, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”
Neither we, nor the Selling Shareholders, have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Shareholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Shareholders will not make an offer to sell AGBA Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.
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Frequently used terms
Unless otherwise stated in this prospectus or unless the context requires otherwise, references in this prospectus 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 Limited” 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 the ultimate beneficial shareholders of TAG, as directed by TAG in its capacity as sole shareholder of B2B and Fintech, in accordance with the terms of the Business Combination Agreement;
• “B2B” means TAG International Limited, a BVI business company and wholly-owned subsidiary of TAG;
• “B2BSub” means TAG Asset Partners Limited, a BVI business company and wholly-owned subsidiary of B2B;
• “Business Combination” means the transactions contemplated by the Business Combination Agreement;
• “Business Combination Agreement” means that certain Business Combination Agreement dated November 3, 2021 by and among AGBA, B2B, B2BSub, HKSub, OPH, Fintech, and TAG, as amended on November 18, 2021, January 4, 2022, and May 4, 2022, and as may be further amended, supplemented or otherwise modified from time to time, and its schedules and exhibits thereto;
• “Business Day” means any day (except any Saturday, Sunday, or public holiday) on which banks in New York City, New York are open for business;
• “BVI” means the British Virgin Islands;
• “BVI Companies Law” means the BVI Business Companies Act, 2004 (as amended from time to time);
• “CFS” means Convoy Financial Services Limited, a member of the Legacy Group;
• “China,” “mainland China,” or the “PRC” means the People’s Republic of China;
• “Closing” means closing of the Business Combination in accordance with the terms of the Business Combination Agreement;
• “Convoy Global” means Convoy Global Holdings Limited, TAG’s ultimate parent company;
• “COVID-19” means the novel coronavirus, SARS-CoV-2;
• “DTC” means Depository Trust Company;
• “Exchange Act” means the Securities Exchange Act of 1934, as amended;
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• “Existing Charter” means AGBA’s Fourth Amended and Restated Memorandum and Articles of Association, as amended and restated on May 3, 2022;
• “extraordinary general meeting” means the meeting of the shareholders of AGBA;
• “fintech” means financial technology;
• “Fintech” means TAG Asia Capital Holdings Limited;
• “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;
• “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;
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• “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;
• “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;
• “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 prospectus 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 prospectus 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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cautionary statement on forward-looking statements
This prospectus contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “might”, “ongoing,” “plan,” “possible”, “potential,” “predict,” “project,” “should”, “strive”, “would”, “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this prospectus include, but are not limited to, statements regarding our disclosure concerning the TAG Business’s operations, cash flows, financial position, and dividend policy.
Forward-looking statements appear in a number of places in this prospectus including, without limitation, in the sections entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of the TAG Business,” and “Information About the TAG Business.” The risks and uncertainties include, but are not limited to:
• future operating or financial results;
• future payments of dividends and the availability of cash for payment of dividends;
• the TAG Business’s expectations relating to dividend payments and forecasts of its ability to make such payments;
• future acquisitions, business strategy and expected capital spending;
• assumptions regarding interest rates and inflation;
• the Post-Combination Company’s financial condition and liquidity, including its ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
• estimated future capital expenditures needed to preserve AGBA’s capital base;
• the ability of the Post-Combination Company to effect future acquisitions and to meet target returns;
• the possibility that COVID-19 may hinder AGBA’s ability to consummate the Business Combination;
• the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of the Post-Combination Company; and
• other factors discussed in the section entitled “Risk Factors.”
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in the “Risk Factors” section of this prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this prospectus. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks that we describe in the reports we will file from time to time with the SEC after the date of this prospectus.
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Prospectus Summary
This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our ordinary shares, and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our ordinary shares, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 12 and the financial statements of AGBA and TAG Business and related notes included in this prospectus.
Business Combination Agreement
This subsection of the prospectus describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms of the Business Combination Agreement. You should read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. The Business Combination Agreement contains representations, warranties, and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties, and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules of the parties (together, the “disclosure schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this prospectus as characterizations of the actual state of facts about AGBA, the Merger Subs, the TAG Business, B2B, B2BSub, HKSub, TAG, or any other matter.
Parties to and Structure of the Acquisition Merger
On November 3, 2021, each of AGBA, TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), 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. On May 4, 2022, the parties to the Business Combination Agreement executed a third amendment to the agreement, further extending those deadlines. At Closing, AGBA became, through an acquisition merger, the beneficial owner of all of the issued and outstanding shares and other equity interests in and of each of OPH and Fintech, and AGBA, in exchange, issued 55,500,000 of its ordinary shares to the ultimate beneficial shareholders of TAG (the “Aggregate Stock Consideration”), in compliance with any applicable laws.
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), while AGBA incorporated Merger Sub I and Merger Sub II (each a BVI business company and wholly-owned subsidiary of AGBA). 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. As the Merger Subs were not incorporated at the time of signing of the Business Combination Agreement, Merger Sub I and Merger Sub II were obligated to accede to and become parties to the Business Combination Agreement upon their due incorporation. Promptly following their incorporation, the Merger Subs acceded to the Business Combination Agreement, in accordance with its terms, on December 3, 2021.
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In connection with the Closing, OPH has merged with and into HKSub, with HKSub as the surviving entity, as a result of which HKSub, as the combined surviving company has become an indirect, wholly-owned subsidiary of B2B (the “OPH Merger”). Then, pursuant to the terms of Business Combination Agreement, (i) Merger Sub I merged with and into B2B, with B2B as the surviving entity, as a result of which B2B has become a wholly-owned subsidiary of AGBA, and (ii) Merger Sub II merged with and into Fintech, with Fintech as the surviving entity, as a result of which Fintech has become a wholly-owned subsidiary of AGBA (these mergers together, the “Acquisition Merger”).
Organizational Structure
The following chart depicts the organizational structure of the Post-Combination Company immediately following the Business Combination.
Immediately following Closing, each of B2B, Fintech and their subsidiaries have now become wholly-owned subsidiaries of AGBA (directly or through intermediate subsidiaries, as reflected in the organization charts set out on page 2 of this prospectus), with the exception of OnePlatform Wealth Management Limited, which is held 99.8% by OPH.
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 have been cancelled and automatically converted into TAG’s right, as sole shareholder of B2B and Fintech, to direct receipt of the Aggregate Stock Consideration to its ultimate beneficial shareholders in compliance with any applicable laws. The aggregate value of the Aggregate Stock Consideration paid by AGBA in the Business Combination was US$555,000,000 (calculated as follows: 55,500,000 AGBA Shares issued, multiplied by US$10.00 (the deemed value of the shares in the Business Combination Agreement)).
Pursuant to the Business Combination Agreement, AGBA issued the full amount of the Aggregate Stock Consideration, less certain Holdback Shares (for indemnification purposes), to the ultimate beneficial shareholders of TAG, as directed by TAG in its capacity as sole shareholder of B2B and Fintech, 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
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Holdback Shares to the ultimate beneficial shareholders of TAG, as directed by 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.
Management and Board of Directors Following the Business Combination
Effective as at Closing, the board of directors of AGBA consists of the following five (5) members, designated by TAG in accordance with the Business Combination Agreement, three of whom were previously members of AGBA’s board of directors and now act as independent directors under the Nasdaq rules: Lee Jin Yi, Ng Wing Fai, Brian Chan, Thomas Ng, and Felix Wong. Lee Jin Yi is Chairman and Ng Wing Fai is the Deputy Chairman and Executive Director of the Post-Combination Company. See “Management” in this prospectus for additional information.
Additional Agreements Relating to the Business Combination
In addition to the Business Combination Agreement, the following agreements have been 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 have entered into plans and articles of merger to effect the transactions contemplated in the Business Combination Agreement.
As a result of the Acquisition Merger, each of B2B and Fintech became wholly-owned subsidiaries of AGBA. TAG, as the sole shareholder of each of B2B and Fintech, was entitled to receive or direct receipt of AGBA Shares equal to the Aggregate Stock Consideration. The Acquisition Merger became 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 did not entered into any employment agreements with our previous executive officers and did not make any agreements to provide benefits upon termination of employment.
Prior to Closing and as required by the Business Combination Agreement, the parties to the Business Combination Agreement agreed upon the new employment contracts of the key personnel of TAG, who now continue their employment with the Post-Combination Company. The new employment contracts of such key personnel 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 agreed that each person who receives 1% or more of the Aggregate Stock Consideration will be required to lock-up those AGBA Shares for at least 180 days from Closing. The parties have executed relevant lock-up agreements with the relevant ultimate shareholders of TAG.
Risk Factors
In evaluating any potential investment in the Post-Combination Company, you should carefully read this prospectus 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 the business, cash flows, financial condition and results of operations of the TAG Business and, therefore, the Post-Combination Company following consummation of the Business Combination.
3
Risks relating to the TAG Business’s Hong Kong operations and proximity to the PRC 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;
• 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 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;
• Risks associated with the TAG Business’s growth strategy of potential expansion in China;
• 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;
• 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;
• 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;
• PRC laws and regulations that may make it more difficult for the TAG Business to pursue growth opportunities in China; and
• The PRC may prevent the cash maintained by the Post-Combination Company in Hong Kong from leaving, or the PRC could restrict deployment of such cash for the Post-Combination Company’s business purposes or for the payment of dividends
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;
4
• 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;
• 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 interest rate risks, 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;
5
• 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;
• 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.
• 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;
• Uncertainties in the interpretation and enforcement of laws and regulations, particularly relating to new technologies;
• 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;
• 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.
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 is 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.
6
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
The Business Combination the Post-Combination Company will remain a domestic filer until June 30, 2023, 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, 2023, 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 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.
7
The Offering
|
Issuer |
AGBA Acquisition Limited, to be renamed AGBA Group Holding Limited in connection with the Business Combination |
|
|
Shares that may be offered and sold from time to time by the Selling Shareholders named herein |
|
|
|
AGBA Ordinary shares issued and outstanding |
|
|
|
Ordinary shares to be issued and outstanding |
|
|
|
Use of proceeds |
All of the ordinary shares offered by the Selling Shareholders pursuant to this prospectus will be sold by the Selling Shareholders for their respective accounts. We will not receive any of the proceeds from these sales. |
|
|
Lock-up |
In connection with the Business Combination, each ultimate beneficial shareholder of TAG who will receive 1% or more of the Aggregate Stock Consideration has entered into an agreement, requiring them to lock-up those AGBA Shares received for at least 180 days from Closing. |
|
|
NASDAQ Capital Market symbol |
“AGBA” |
|
|
Risk Factors |
Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 12 and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our ordinary shares. |
____________
1 Represents the number of AGBA shares outstanding at Closing assuming that none of AGBA’s public shareholders exercise their redemption rights in connection with the Extraordinary Meeting.
8
OnePlatform Holdings Limited AND TAG ASIA CAPITAL HOLDINGS LIMITED SUMMARY FINANCIAL INFORMATION
The data below for the three-month periods ended March 31, 2022 and 2021 has been derived from the TAG Business’s unaudited combined financial statements for such periods, which are included in this prospectus. The data below as for the years ended December 31, 2021 and 2020 has been derived from the audited combined financial statements of the TAG Business for such years, which are included in this prospectus. 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 prospectus 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) income for the three months ended March 31, 2022 and 2021 and for the years ended December 31, 2021 and 2020:
Selected Combined Statements of Operations and Comprehensive (Loss) Income:
|
For the Three Months Ended |
For the Years Ended |
|||||||||||||||
|
2022 |
2021 |
2021 |
2020 |
|||||||||||||
|
USD |
USD |
USD |
USD |
|||||||||||||
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Audited) |
|
|
(Audited) |
|
|||||
|
Operating revenues |
$ |
2,076,323 |
|
$ |
3,351,363 |
|
$ |
11,468,603 |
|
$ |
14,046,918 |
|
||||
|
Operating expenses |
|
(3,988,640 |
) |
|
(3,892,364 |
) |
|
(19,915,726 |
) |
|
(15,917,234 |
) |
||||
|
Loss from operations |
|
(1,912,317 |
) |
|
(541,001 |
) |
|
(8,447,123 |
) |
|
(1,870,316 |
) |
||||
|
Other income (expense), net |
|
1,884,420 |
|
|
6,290,766 |
|
|
128,416,091 |
|
|
(13,586,804 |
) |
||||
|
Provision for income taxes |
|
(419,497 |
) |
|
(1,227,689 |
) |
|
(23,505,445 |
) |
|
(683,525 |
) |
||||
|
Net (loss) income |
|
(447,394 |
) |
|
4,522,076 |
|
|
96,463,523 |
|
|
(16,140,645 |
) |
||||
|
Other comprehensive income (loss) |
|
(274,351 |
) |
|
(48,911 |
) |
|
(393,601 |
) |
|
91,552 |
|
||||
|
Comprehensive (loss) income |
$ |
(721,745 |
) |
$ |
4,473,165 |
|
$ |
96,069,922 |
|
$ |
(16,049,093 |
) |
||||
The following table represents the TAG Business’s selected combined balance sheet data as of March 31, 2022 and December 31, 2021 and 2020:
Selected Combined Balance Sheet Data:
|
As of |
As of |
|||||||||
|
2021 |
2020 |
|||||||||
|
USD |
USD |
USD |
||||||||
|
|
(Unaudited) |
|
(Audited) |
|
(Audited) |
|
||||
|
Current assets |
$ |
62,410,583 |
$ |
83,779,515 |
$ |
71,156,529 |
|
|||
|
Non-current assets |
|
43,943,278 |
|
38,730,785 |
|
105,785,089 |
|
|||
|
Total assets |
|
106,353,861 |
|
122,510,300 |
|
176,941,618 |
|
|||
|
Total liabilities |
|
63,367,839 |
|
61,364,728 |
|
182,303,773 |
|
|||
|
Total shareholders’ (deficit) equity |
$ |
42,986,022 |
$ |
61,145,572 |
$ |
(5,362,155 |
) |
|||
9
The following table represents the TAG Business’s selected combined cash flow data for the years ended December 31, 2020 and 2021 and the three months ended March 31, 2021 and 2022:
Selected Combined Cash Flow Data:
|
For the Three Months Ended |
For the Years Ended |
|||||||||||||||
|
2022 |
2021 |
2021 |
2020 |
|||||||||||||
|
USD |
USD |
USD |
USD |
|||||||||||||
|
|
(Unaudited) |
|
|
(Unaudited) |
|
|
(Audited) |
|
|
(Audited) |
|
|||||
|
Net cash provided by (used in) operating |
$ |
1,330,672 |
|
$ |
(3,316,155 |
) |
$ |
(2,154,059 |
) |
$ |
21,963,557 |
|
||||
|
Net cash (used in) provided by investing activities |
|
(6,852,870 |
) |
|
— |
|
|
177,494,053 |
|
|
(6,765,248 |
) |
||||
|
Net cash used in financing activities |
|
(14,524,849 |
) |
|
(4,374,926 |
) |
|
(163,871,706 |
) |
|
(5,899,270 |
) |
||||
|
Effect of exchange rate on cash and |
|
(100,353 |
) |
|
271,644 |
|
|
(155,154 |
) |
|
441,019 |
|
||||
|
Change in cash, cash equivalents and restricted cash |
|
(20,147,400 |
) |
|
(7,419,437 |
) |
|
11,313,134 |
|
|
9,740,058 |
|
||||
|
Cash, cash equivalents and restricted |
|
73,081,407 |
|
|
61,768,273 |
|
|
61,768,273 |
|
|
52,028,215 |
|
||||
|
Cash, cash equivalents and restricted |
$ |
52,934,007 |
|
$ |
54,348,836 |
|
$ |
73,081,407 |
|
$ |
61,768,273 |
|
||||
10
SELECTED HISTORICAL FINANCIAL INFORMATION OF AGBA
The following table sets forth selected historical financial information derived from AGBA’s unaudited financial statements as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 and AGBA’s audited financial statements as of and for the years ended December 31, 2021 and 2020, each of which is included elsewhere in this prospectus. Such financial information should be read in conjunction with the audited financial statements and related notes included elsewhere in this prospectus. All figures presented below are presented in U.S. Dollars.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AGBA” and AGBA’s financial statements and the related notes appearing elsewhere in this prospectus.
|
Three Months |
Three Months |
|
|
|||||||||||||
|
USD |
USD |
USD |
USD |
|||||||||||||
|
Income Statement Data: |
|
|
|
|
|
|
|
|
||||||||
|
Operating expenses |
$ |
(322,739 |
) |
$ |
(133,043 |
) |
$ |
(683,796 |
) |
$ |
(521,506 |
) |
||||
|
Other (expense) income, net |
$ |
(28,997 |
) |
$ |
1,239 |
|
$ |
(85,520 |
) |
$ |
484,080 |
|
||||
|
Net loss |
$ |
(351,736 |
) |
$ |
(131,804 |
) |
$ |
(769,316 |
) |
$ |
(37,426 |
) |
||||
|
Basic and diluted net (loss) income per |
$ |
(0.03 |
) |
$ |
0.01 |
|
$ |
0.15 |
|
$ |
(0.01 |
) |
||||
|
Basic and diluted weighted average shares outstanding, subject to possible |
|
3,646,607 |
|
|
4,243,062 |
|
|
3,988,613 |
|
|
4,600,000 |
|
||||
|
Basic and diluted net loss per share |
$ |
(0.18 |
) |
$ |
(0.13 |
) |
$ |
(1.00 |
) |
$ |
(0.01 |
) |
||||
|
Basic and diluted weighted average shares |
|
1,375,000 |
|
|
1,375,000 |
|
|
1,375,000 |
|
|
1,375,000 |
|
||||
|
|
|
December 31, |
||||||||||
|
USD |
USD |
USD |
||||||||||
|
Balance Sheet Data: |
|
|
|
|
|
|
||||||
|
Total assets |
$ |
41,022,817 |
|
$ |
40,606,332 |
|
$ |
48,954,047 |
|
|||
|
Total liabilities |
$ |
7,778,105 |
|
$ |
7,009,884 |
|
$ |
4,435,024 |
|
|||
|
Ordinary shares subject to possible redemption |
$ |
40,989,461 |
|
$ |
40,441,469 |
|
$ |
46,000,000 |
|
|||
|
Total stockholders’ deficit |
$ |
(7,744,749 |
) |
$ |
(6,845,021 |
) |
$ |
(1,480,977 |
) |
|||
11
risk factors
You should carefully review and consider the following risk factors and the other information contained in this prospectus, including the consolidated financial statements and the accompanying notes and matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements,” in evaluating an investment in AGBA’s ordinary shares. The following risk factors apply to the business and operations of the TAG Business, and, therefore, also apply to the business and operations of the Post-Combination Company following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to realize the anticipated benefits of the Business Combination and may have an adverse effect on the business, cash flows, financial condition and results of operations of the Post-Combination Company following the consummation of the Business Combination. We may face additional risks and uncertainties that are not presently known to us or that we currently deem immaterial, which may also impair our business, cash flows, financial condition and results of operations.
Risk Factors Relating to the TAG Business’s Hong Kong Operations and Proximity to the PRC
The business, financial condition, results of operations, and prospects of the TAG Business may be materially and adversely affected if certain laws and regulations of the PRC become applicable to the TAG Business or its subsidiaries. The TAG Business may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.
The TAG Business currently does not have operations in mainland China. Although the TAG Business and its subsidiaries do service Chinese clients, all sales of financial products offered by the TAG Business and its subsidiaries occur in Hong Kong. The TAG Business does not sell any financial products in mainland China, and all of the TAG Business’s customer data is maintained outside of mainland China. Accordingly, none of the TAG Business or its subsidiaries are regulated by any regulatory authorities in mainland China. See the section of this prospectus entitled “Regulation” for further information. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to Hong Kong-based businesses.
However, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation, and implementation involve significant uncertainties. To the extent that any PRC laws and regulations become applicable to the TAG Business, the TAG Business and the Post-Combination Company may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to companies such as the TAG Business or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of the TAG Business and its ability to offer securities to investors, any of which may, in turn, cause the value of the Post-Combination Company’s securities to significantly decline or become worthless.
Relevant organs of the PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly, and overseas listings of mainland China businesses. For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “Measures”), relevant PRC government agencies have recently taken anti-trust enforcement action against certain mainland China-based businesses. The management of the TAG Business understands that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law which applies to monopolistic activities in domestic economic activities in mainland China and monopolistic activities outside
12
mainland China which eliminate or restrict market competition in mainland China. In addition, in July 2021, the PRC government provided new guidance on PRC-based companies raising capital outside of the PRC, including through arrangements called variable interest entities (“VIEs”). In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC.
While the TAG Business currently does not have any operations in mainland China, there is no guarantee that the recent statements or regulatory actions by the relevant organs of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information Protection Law, and VIEs as well as the anti-monopoly enforcement actions will continue not to apply to the TAG Business. Should such statements or regulatory actions apply to companies such as the TAG Business or its subsidiaries in the future, it could 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 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 such events were to occur.
The TAG Business may also become subject to the laws and regulations of the PRC to the extent that the TAG Business commences business and customer facing operations in mainland China as a result of any future partnership, acquisition, expansion, or organic growth. See “Information about the TAG Business — Strategic Growth Plans of the TAG Business.”
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.
Because (i) the TAG Business currently does not have operations in mainland China, (ii) all sales of financial products offered by the TAG Business and its subsidiaries, including those to PRC citizens, occur in Hong Kong, and (iii) the TAG Business does not sell any financial products in mainland China, the PRC government currently does not directly govern the manner in which the TAG Business conducts its business activities outside of mainland China. However, the PRC legal system is evolving quickly, and PRC laws, regulations, and rules may change quickly with little advance notice, including with respect to Hong Kong-based businesses. As a result, there can be no assurance that the TAG Business will not be subject to direct influence or discretion over its business from organs of the PRC government in the future, due to changes in laws or other unforeseeable reasons or due to the TAG Business’s expansion or acquisition of operations in or involving mainland China. See “Information about the TAG Business — Strategic Growth Plans of the TAG Business.”
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 the TAG Business became subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of the TAG Business’s development, expansion, or acquisition of operations in the PRC, the TAG Business may be required to make material changes in its operations, which may result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply, or both. Neither AGBA nor TAG can be assured that the PRC government will not, in the future, release regulations or policies regarding other industries, which, if applicable to the TAG Business or its subsidiaries, may adversely affect the business, financial condition and results of operations of the Post-Combination Company.
In addition, the various segments of the TAG Business are regulated by a number of Hong Kong regulators, including, the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority. See “Regulation” in this prospectus. PRC government influence or oversight over such Hong Kong regulators may have an indirect but material impact on the TAG Business, including but not limited to with respect to capital requirements, its ability to operate certain businesses, its operations in certain jurisdictions (including the markets in which the TAG Business or its subsidiaries may operate in the future) and/or the implementation of certain controls and procedures in relation to risk management or cybersecurity. Furthermore, the market prices and/or liquidity of the securities of the Post-Combination Company could be adversely affected as a result of anticipated negative impacts of any such government actions, as
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well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of actual operating performance. There can be no assurance or guarantee that the PRC government would not intervene in or influence the operations of the TAG Business, directly or indirectly, at any time.
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 Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted into U.S. law on December 18, 2020. The HFCA Act states that if the SEC determines that a 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. On December 16, 2021, the Public Company Accounting Oversight Board of the United States (the “PCAOB”) issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely 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. Nonetheless, there can be no assurance that future changes in laws or regulations will not impact the TAG Business, Friedman LLP, or any future auditor of the Post-Combination Company. Accordingly, there can be no assurance that Friedman LLP (or any future auditor of the Post-Combination Company) will be able to meet the requirements of the HFCA Act and that the Post-Combination Company will not suffer the resulting material and adverse impact on its stock performance, as a company listed in the United States.
On April 21, 2020, SEC and PCAOB released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets, including China. The joint statement emphasized the risks associated with the lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
On May 20, 2020, the U.S. Senate passed the HFCA Act that requires a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the HFCA Act, and on December 18, 2020, the HFCA Act was signed into law. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act. The bill, if enacted, would shorten the three-consecutive-year compliance period under the HFCA Act to two consecutive years. As a result, the time period before the Post-Combination Company’s securities may be prohibited from trading or delisted will be reduced. On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the HFCA Act.
Lack of access to PCAOB inspections prevents the PCAOB from fully evaluating audits and quality control procedures of the accounting firms headquartered in mainland China or Hong Kong. As a result, investors in companies using such auditors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in mainland China or Hong Kong makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China and Hong Kong that are subject to the PCAOB inspections.
The TAG Business’s auditor, Friedman LLP, is the independent registered public accounting firm that has issued the audit reports included elsewhere in this prospectus. As an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, Friedman LLP is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Friedman LLP is headquartered in New York and has been inspected by the PCAOB on a regular basis. The management of the TAG Business believes, therefore, 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.
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However, in the event that PRC or American authorities further regulate auditing work of Chinese or Hong Kong companies listed on the U.S. stock exchanges in a manner that would restrict Friedman LLP (or any future auditor of the Post-Combination Company) from performing work in Hong Kong, the Post-Combination Company may be required to change its auditor. In this case, it is possible that the audit workpapers prepared by the new auditor may be subject to inspection by the PCAOB in the manner required by HFCA Act. Furthermore, there can be no assurance that the SEC, Nasdaq, or other regulatory authorities would not apply additional and more stringent criteria to the TAG Business or the Post-Combination Company in connection with audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of the TAG Business’s financial statements. The failure to comply with the requirement in the HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within three years, would subject the Post-Combination Company to consequences including the delisting of the Post-Combination Company in the future if the PCAOB is unable to inspect Post-Combination Company’s accounting firm (whether Friedman LLP or another firm) at such future time.
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, results of operations, and prospects 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.
Recently, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.
On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.
On August 20, 2021, the 30 meeting of the Standing Committee of the 13 National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.
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 a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. 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 (“Overseas Issuer”) 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 (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.
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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 operator (together with the operators of critical information infrastructure, the “CII 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.
The TAG Business or its subsidiaries may collect and store certain data (including certain personal information) from their clients, who may be PRC individuals, in connection with their business and operations and for “Know Your Customers” purposes (to combat money laundering). 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 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 or the Business Combination. As of date of this prospectus, 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, all of the data collected is stored in servers located in Hong Kong, and 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. The management of the TAG Business does not currently expect that the laws and regulations in the PRC on data security, data protection or cybersecurity apply to the TAG Business or that the oversight of the CAC will be extended to the TAG Business’s operations in Hong Kong, because (i) the TAG Business is not a “CII Operator” or a “Network Platform Operator” as defined under the relevant PRC cyberspace laws; (ii) the TAG Business does not harm PRC national security, public interests, or the legitimate rights and interests of citizens or organizations of the PRC; (iii) the TAG Business is not subject to PRC government cyberspace scrutiny; and (iv) the TAG Business is compliant with PRC cyberspace laws that have been issued up to the date of this prospectus.
However, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will act, what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and whether any of these will apply to the TAG Business, if at all. There can be no assurance that the TAG Business or the Post-Combination Company will be able to comply in all respects with any PRC regulatory requirements that may become applicable to it in the future. For example, the TAG Business’s current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure to comply with any applicable regulations, the TAG Business or the Post-Combination Company may become subject to the consequences of such non-compliance, including fines and other penalties, which, in turn, may have a material adverse effect on the business, operations, financial condition, and prospects of the Post-Combination Company and may hinder the ability of the Post-Combination Company to offer or continue to offer securities to investors. Such an impact could, in turn, cause the value of such securities to significantly decline or be worthless.
Governments in the jurisdictions the TAG Business operates or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or operating in such jurisdictions.
Because TAG, B2B and Fintech are, and the Post-Combination Company will be, incorporated in the British Virgin Islands, they may be deemed to be foreign investors in Hong Kong and therefore be subject to restrictions or controls in Hong Kong on the ability of foreign investors to invest in business located or operating in Hong Kong (please refer to the organization charts on pages 2 of this prospectus for further information). As a result, there may be a risk of loss to the Post-Combination Company’s investors due to, among other things, expropriation, nationalization or confiscation of assets, or the imposition of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in Hong Kong. While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage and protect investment by BVI persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover Hong Kong or
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that such treaties or agreements will be fully implemented or effective. In other cases, the Post-Combination Company, TAG, B2B and Fintech may not be able to take advantage of certain treaties because they are British Virgin Islands companies and are therefore exposed to additional risk of such loss.
The TAG Business is subject to many of the economic and political risks associated with emerging markets, particularly China, 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 currently conducts its business in Hong Kong and is considering options for expansion of its business in mainland China. Accordingly, the TAG Business is subject to risks and uncertainties including fluctuations in GDP, unfavorable or unpredictable treatment in relation to tax matters, expropriation of private assets, exchange controls, restrictions affecting its ability to make cross-border transfer of funds, regulatory proceedings, inflation, currency fluctuations, or the absence of, or unexpected changes in, regulations and unforeseeable operational risks. In addition, the TAG Business’s business, prospects, financial condition, and results of operations may be significantly influenced by political, economic, and social conditions in Hong Kong and China generally and by continued economic growth in China.
The Chinese economy differs from the economies of most developed jurisdictions (such as Hong Kong) in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures that focus on accounting for market forces to effect economic reform and aimed at reducing the state ownership of productive assets and establishing improved corporate governance in business enterprises, a substantial portion of China’s productive assets are still owned by the government. In addition, the PRC government continues to play a significant role in regulating development through industrial policies. The PRC government also exercises significant control over China’s economic growth through its allocation of resources, control of payment of foreign currency-denominated obligations, monetary policy, and preferential treatment for particular industries or companies. Many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to be refined and improved over time. This refining and adjustment process may not necessarily have a positive effect on the operations and business development of the TAG Business. Other political, economic, and social factors may also lead to further adjustments of the reform measures. For example, the PRC government has in the past implemented a number of measures intended to curtail certain segments of the economy, including the real estate industry, which the government believed to be overheating. These actions, as well as other actions and policies of the PRC government, could cause a decrease in the overall level of economic activity in the PRC and, in turn, have an adverse impact on the business and financial condition of the TAG Business.
While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures, which may benefit the overall Chinese economy, may have a negative effect on the TAG Business. For example, the TAG Business’s financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, the PRC government has from time to time implemented certain measures, including interest rate changes, to control the pace of economic growth. These measures may cause decreased economic activity in China, as evidenced by the slowing of growth of the Chinese economy since 2012. In addition, COVID-19 had a severe and negative impact on the Chinese economy since the first quarter of 2020. Whether this will lead to a prolonged downturn in the Chinese economy is still unknown. In addition, any future escalation of the ongoing trade war between the United States and China, regional or national instability, the ongoing impact of the COVID-19 pandemic, or the armed conflict between Russia and Ukraine may negatively impact the growth of the Chinese economy. Any prolonged slowdown in the Chinese economy or adverse changes in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China and may reduce the demand for the TAG Business’s services and solutions among potential Chinese customers and materially and adversely affect its business and results of operations.
Except for the Basic Law of the Hong Kong Special Region of the People’s Republic of China (“Basic Law”), national laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits
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of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong. The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to the TAG Business, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice. The TAG Business may also become subject to the laws and regulations of the PRC to the extent it commences business and customer facing operations in mainland China as a result of any future acquisition, expansion, or organic growth.
The TAG Business’s potential expansion of activities in China is subject to various risks.
The TAG Business and each of its subsidiaries, as of the date of this prospectus, primarily operate in Hong Kong. The TAG Business has been pursuing and will continue to pursue its growth strategy in China, particularly in the Greater Bay Area, comprising Macau, Guangzhou, Shenzhen, and the surrounding area. Currently, the TAG Business does not have any Chinese operating entities and does not plan to use “variable interest entities,” or VIEs, in the future to conduct its operations. The management of the TAG Business intends for such expansion to be conducted through customer referrals and partnerships, with the actual sales activities conducted in Hong Kong. For instance, the TAG Business is currently in active discussions to establish a strategic partnership with a top asset manager (the “Potential Partner”) in China to provide offshore insurance solutions to its over 20 million customers with a total AUM over US$120 billion (see “Information about the TAG Business — Strategic Growth Plans of the TAG Business — Strategic Enablers to Capture GBA Opportunities”). Accordingly, the management of the TAG Business expects the main source of revenue from such expansion in China to be generated from referral income.
Notwithstanding, expansion of China-related activities may expose the TAG Business and the Post-Combination Company to additional risks, including:
• Changing global environment, including changes in U.S., Chinese, and international trade policies;
• Challenges associated with relying on local partners in markets that are not as familiar to the TAG Business, including joint venture partners to help the TAG Business establish its business;
• Difficulties managing operations in new regions, including complying with the various regulatory and legal requirements;
• Different approval or licensing requirements;
• Recruiting sufficient suitable personnel in new markets;
• Challenges in providing services and solutions as well as support in these new markets;
• Challenges in attracting business partners and customers;
• Potential adverse tax consequences;
• Foreign exchange losses;
• Limited protection for intellectual property rights;
• Inability to effectively enforce contractual or legal rights;
• International travel restriction and temporary lock-down due to COVID-19; and
• Local political, regulatory, and economic instability or wars, civil unrest, and terrorist incidents.
Moreover, changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the growth plans of the TAG Business. If the TAG Business is unable to effectively avoid or mitigate these risks, its ability to grow its China-related business will be affected, which could have a material adverse effect on its business, financial condition, results of operations, and prospects.
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As the TAG Business further expands into the international market, it is increasingly subject to additional legal and regulatory compliance requirements, including local licensing and periodic reporting obligations. The TAG Business may inadvertently fail to comply with local laws and regulations, and any such violation could subject the TAG Business to regulatory penalties, such as revocation of licenses, which would in turn harm its brand, reputation, business operation and financial results. Although the TAG Business has policies and procedures in place to enhance compliance with local laws and regulations, there can be no assurance that its employees, contractors, or agents will stay compliant with these policies and procedures.
The TAG Business’s financial services revenues are 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.
Given the significant proportion of its business operations concentrated in Hong Kong, the TAG Business’s success depends largely on the health of the Hong Kong financial industry, which is affected by changes in general economic conditions beyond the TAG Business’s control. Economic factors such as increased interest rates, slow economic growth or recessionary conditions, changes in household debt levels, and increased unemployment or stagnant or declining wages affect the TAG Business’s customers’ income and thus their ability and willingness to take loans from the TAG Business, invest with the TAG Business, or engage with the TAG Business’s other financial products. Domestic and global events affect all such macroeconomic conditions. Weak or a significant deterioration in economic conditions reduce the amount of disposable income both individual and institutional consumers have, which in turn reduces consumer spending and their willingness to engage with the TAG Business’s financial services. Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time and could adversely affect the TAG Business’s financial condition.
Changes in the condition of Hong Kong’s and China’s economies generally affect the demand and supply of financial products, which in turn will affect demand for the solutions that the TAG Business provides. For example, a credit crisis, or prolonged downturn in the credit markets could severely affect the TAG Business’s operating environment by, for example, causing a tightening in credit guidelines, limited liquidity, deterioration in credit performance, or increased foreclosures. Since a significant portion of the TAG Business’s revenue is generated from transaction-based fees and commissions, a decrease in transaction volumes could cause a material decline in the TAG Business’s revenues for the duration of such crisis.
Global economies could suffer dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, extreme volatility in security prices, diminished liquidity and credit availability, and ratings downgrades or declining valuations of certain investments. In past economic downturns, governments have taken unprecedented actions to address and rectify these extreme market and economic conditions, including by providing liquidity and stability to the financial markets. If these actions are not successful, the return of adverse economic conditions may significantly affect the businesses of the TAG Business’s customers, which could in turn negatively affect the TAG Business’s revenues.
In addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in some of the world’s leading economies, including the European Union, the United States, and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe, and Africa. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and escalations in the trade tensions between the United States and China. Starting from 2018, changes in U.S. trade policies have occurred, including the imposition of tariffs. These types of developments, including a potential trade war, could have a material adverse impact on the Chinese economy and in turn on the Hong Kong economy. On January 31, 2020, the United Kingdom ceased to be a member of the European Union (commonly referred to as “Brexit”). The effects of Brexit on worldwide economic and market conditions remain uncertain. Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Furthermore, protests in Hong Kong in 2019, political instability in the Korean Peninsula, a slump in commodity prices, uncertainty over interest rates in the United States, the outbreak and spread of the COVID-19 pandemic, and the armed conflict between Russia and Ukraine have also resulted in instability and volatility in the global financial markets. Recently, the global stock markets have experienced extreme volatility, in reaction to the outbreak of the conflict between Russia and Ukraine and governments’ responses thereto. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.
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Recent litigation, increased SEC disclosure requirements and negative publicity surrounding China-based companies listed in the United States may result in increased regulatory scrutiny of the Post-Combination Company and negatively impact 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.
The management of the TAG Business believes that recent litigation, increased SEC disclosure requirements, and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices for these companies. Various equity-based research organizations have published reports on China-based companies, after examining their corporate governance practices, related party transactions, sales practices, and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges, including the Nasdaq. In June 2021, SEC Chair Gary Gensler requested a “pause” in U.S. IPOs of Chinese companies to assess these issues. In August 2021, the SEC started to issue new disclosure requirements to companies operating in China and seeking to list on U.S. securities exchanges in order to boost investor awareness of the certain risks, including with respect to certain corporate structures of Chinese companies, such as Variable Interest Entities (VIEs) and the risk of Chinese regulators intervening with company operations or data security policies.
The Post-Combination Company will be based in Hong Kong, and the Post-Combination Company will own the equity interest of the TAG Business which is based in Hong Kong and has been pursuing and will continue to pursue a growth strategy in China, particularly in the Greater Bay Area, comprising Macau, Guangzhou, Shenzhen, and the surrounding area. This growth strategy is centered on expanding the referral network of the TAG Business. For instance, the TAG Business is currently in active discussions to establish a strategic partnership with a top asset manager in China to provide offshore insurance solutions to its over 20 million customers with a total AUM over US$120 billion (see “Information about the TAG Business — Strategic Growth Plans of the TAG Business — Strategic Enablers to Capture GBA Opportunities”).
As of the date of this prospectus, the TAG Business and its subsidiaries have not entered into, and have no plans to enter into, any contractual arrangements with any VIEs in China. See “— The TAG Business’s potential expansion of activities in China is subject to various risks.” However, should the TAG Business’s growth strategy involving China materialize and its current expansion plans materially change, the TAG Business may be required to enter into contractual arrangements with VIEs, in which case the Post-Combination Company may become subject to risk associated with VIEs and come under increased scrutiny from U.S. securities regulators in light of such developments.
Any similar scrutiny of the Post-Combination Company, regardless of its merit (or lack thereof), could result in a diversion of management resources and energy, potential costs to defend against rumors, increased ongoing disclosure requirements, decreases and volatility in the trading price of shares, and increased directors and officers insurance premiums and could have a material adverse effect upon the company’s business, including results of operations, financial condition, cash flows, and prospects.
Failure to comply with existing or future laws and regulations related to data protection or data security could lead to liabilities, administrative penalties, or other regulatory actions, which could negatively affect the TAG Business’s operating results, business, and prospects.
The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal data worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Regulatory authorities in virtually every jurisdiction in which members of the TAG Business’s group operate have implemented or are considering a number of legislative and regulatory proposals concerning personal data protection. The management of the TAG Business has been monitoring the evolution of this area of law and intends to take steps to ensure compliance with laws applicable to the TAG Business’s current operations in Hong Kong and potential future operations in China.
While the management of the TAG Business believes that the TAG Business is not currently subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data, the TAG Business may be subject to such laws in the future. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities. See “— 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
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adverse effect on the business, financial condition, results of operations, and prospects 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.”
In recent years, the PRC government has tightened the regulation of the storage, sharing, use, disclosure, and protection of personal data and user data, particularly personal data obtained through individuals’ use of websites and online services. Relevant PRC laws and regulations require internet service providers and other network operators, among other things, to clearly state the authorized purpose, methods, and scope of the collection and usage of personal data and obtain the consent of users for the processing of this personal data, as well as to establish user information protection systems with remedial measures. Pursuant to the PRC Cybersecurity Law, which was promulgated by the Standing Committee of the National People’s Congress on November 7, 2016 and took effect on June 1, 2017, personal information and important data collected and generated by a critical information infrastructure operator in the course of its operations in China must be stored in China, and if a critical information infrastructure operator purchases internet products and services that affects or may affect national security, it should be subject to cybersecurity review by the Cyberspace Administration of China (“CAC”). Due to the lack of further interpretations, the exact scope of “critical information infrastructure operator” remains unclear.
Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe and Lawful Crackdown on Illegal Securities Activities, which was available to the public on July 6, 2021. These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies. These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover, the State Internet Information Office issued the Measures of Cybersecurity Review which became effective on February 15, 2022, which requires operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with the CAC. As these opinions and the Measures were recently issued, official guidance and interpretation of these two remain unclear in several respects at this time.
If, for example, the TAG Business pursues a business combination with a target business operating in the PRC and if the Measures mandate clearance of cybersecurity review and other specific actions to be completed by the target business, then the TAG Business may face uncertainties as to whether such clearance can be timely obtained, or at all, and incur additional time delays to complete any such acquisition. Cybersecurity review could also result in negative publicity with respect to the proposed initial business combination and diversion of managerial and financial resources. The TAG Business may also be prevented from pursuing certain investment opportunities, if the PRC government considers that the potential investments will result in a significant national security issue.
Furthermore, new laws could be introduced in the future that could also apply to the TAG Business, whether or not the TAG Business or its subsidiaries have operations in the PRC. For example, the PRC Personal Information Protection Law, which was promulgated on August 20, 2021 and took effect on November 1, 2021, potentially has extraterritorial effect. The law states it is intended to apply to the processing of personal information of natural persons within the territory of China that is carried out outside of China, where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by laws and administrative regulations. As uncertainties remain regarding the interpretation and implementation of the PRC Personal Information Protection Law and whether it applies to companies like the TAG Business or its subsidiaries, if the PRC Personal Information Protection Law becomes applicable to the TAG Business, there can be no assurance that the TAG Business will be able to comply with the PRC Personal Information Protection Law. The TAG Business’ current practice of collecting and processing personal information may be required to be rectified or terminated by regulatory authorities. Failure to comply with any applicable requirements may subject the TAG Business to fines and other penalties which may have a material adverse effect on its business, operations, and financial condition.
The management of the TAG Business has noted a similar trend in other jurisdictions. For example, in May 2018, a new data protection regime, the European Union’s General Data Protection Regulation, or the GDPR, became applicable; the GDPR can apply to the processing of personal data by companies outside of the European Union, including where the processing of personal data relates to the offering of goods and services to, or monitoring the behavior of, individuals in the European Union. The GDPR and data protection laws in other jurisdictions may apply to the TAG Business’s processing of personal data in the future. The application of these laws would impose on the TAG Business
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more stringent compliance requirements with more significant penalties for non-compliance than PRC data protection laws and regulations, and the TAG Business’s compliance with such requirements could require significant resources and result in substantial costs, which may materially and adversely affect its business, financial condition, results of operations, and prospects.
The TAG Business collects, processes, and stores significant amounts of personal data concerning its customers and, for some business lines, their end-customers, as well as personal data pertaining to the TAG Business’s business partners and employees. Compliance with applicable personal data and data security laws and regulations is a rigorous and time-intensive process. However, the TAG Business’s operations are substantially carried out in Hong Kong and all of the data and personal information it collects are stored in servers outside China. The TAG Business does not hold the personal information of more than one million customers, the threshold required by the PRC Personal Information Protection Law and its management believes that the Business Combination is not subject to PRC cybersecurity review. In addition, as of the date of this prospectus, the TAG Business has not received any notice of and is not currently subject to any proceedings initiated by the CAC or any other PRC regulatory authority. The management of the TAG Business does not currently expect that the laws and regulations in the PRC on data security, data protection or cyber security apply to the TAG Business or that the oversight of the CAC will be extended to the TAG Business’s operations in Hong Kong, because (i) the TAG Business is not a “CII Operator” or a “Network Platform Operator” as defined under the relevant PRC cyberspace laws; (ii) the TAG Business does not harm PRC national security, public interests, or the legitimate rights and interests of citizens or organizations of the PRC; (iii) the TAG Business is not subject to PRC government cyberspace scrutiny; and (iv) the TAG Business is compliant with PRC cyberspace laws that have been issued up to the date of this prospectus. However, as global data protection laws and regulations increase in number and complexity, there can be no assurance that the TAG Business’s data protection systems will be considered sufficient under all current and future applicable laws and regulations including due to the uncertainty of the interpretation and implementation of these laws and regulations. Furthermore, there can be no assurance that the end-customer information that the TAG Business processes for its customers and the information the TAG Business receives from its third-party data partners are obtained and transmitted to it in full compliance with relevant laws and regulations. Moreover, there could be new laws, regulations, or industry standards that require the TAG Business to change its business practices and privacy policies. The TAG Business may also be required to put in place additional mechanisms ensuring compliance with new data protection laws, which may increase costs and materially harm the TAG Business’s business, prospects, financial condition, and results of operations. Any failure or perceived failure by the TAG Business to comply with applicable laws and regulations could result in reputational damage or proceedings or actions against the group by governmental entities, individuals, or others. These proceedings or actions could subject the TAG Business to significant civil or criminal penalties and negative publicity, result in the delayed or halted processing of personal data that the TAG Business needs to undertake to carry on its business, as well as the forced transfer or confiscation of certain personal data.
The M&A Rules and certain PRC regulations establish complex procedures for acquisitions of some Chinese companies by foreign investors, which could make it more difficult for the TAG Business to pursue growth through acquisitions in China.
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six PRC regulatory authorities in 2006 and amended in 2009, and some other regulations and rules concerning mergers and acquisitions, have established complex procedures and requirements that restrict merger and acquisition activities by foreign investors. For example, an overseas company established or controlled by PRC enterprises or residents needs to obtain approval from including the PRC Ministry of Commerce, or MOFCOM, before it acquires an affiliated domestic company or leads to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Moreover, the Anti-Monopoly Law promulgated by the SCNPC on August 30, 2007, and in effect as of August 1, 2008, and the Measures for the Undertaking Concentration Examination issued by MOFCOM on November 24, 2009, and in effect as of January 1, 2010 require that MOFCOM be notified in advance of any concentration of undertaking if certain thresholds are triggered. The security review rules issued by MOFCOM, which became effective in September 2011, specify that certain mergers and acquisitions by foreign investors, for example those that raise “national defense and security” concerns or through which foreign investors may acquire de facto control over domestic enterprises and therefore raise “national security” concerns, are subject to its review. Those rules prohibit any activities attempting to bypass security review, for example by structuring a transaction through a proxy or contractual control arrangements or offshore transactions. Similarly, on December 19, 2020, the NDRC and the Ministry of Commerce jointly issued the Measures for the Security Review for Foreign Investment, which
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took effect on January 18, 2021. These measures set forth the provisions concerning the security review mechanism on foreign investment, including, among others, the types of investments subject to review, and the review scopes and procedures. Most recently, on February 7, 2021, the Anti-Monopoly Committee of the State Council published the Anti-Monopoly Guidelines for the Internet Platform Economy Sector, which stipulates that any concentration of undertakings involving variable interest entities is subject to anti-monopoly review.
Although management of the TAG Business currently intends to focus its efforts in China on expanding its referral network, in the future, the TAG Business may seek to grow by acquiring other service providers in its industry within China. Complying with the requirements of the regulations described above and other relevant rules to complete these transactions could be time-consuming, and any required approval or filing processes, including obtaining approval from or filing with MOFCOM or its local counterparts, may delay or inhibit the TAG Business’s ability to complete these transactions, which could affect its ability to expand the TAG Business or maintain its market share. Furthermore, according to the M&A Rules, if a PRC entity or individual plans to merger or acquire its related PRC entity through an overseas company legitimately incorporated or controlled by such entity or individual, such a merger and acquisition will be subject to examination and approval by MOFCOM.
The application and interpretations of the M&A Rules are still uncertain, and it is unclear whether Chinese authorities would consider the TAG Business to be subject to the M&A. There is also possibility that the relevant PRC regulators may promulgate new rules or explanations, requiring that the TAG Business obtains MOFCOM or other regulatory approval for any completed or ongoing mergers and acquisitions. There is no assurance that the TAG Business will be able to obtain such approval for such mergers and acquisitions, and if the TAG Business fails to obtain those approvals, it may be required to suspend the acquisition, be subject to penalties, or both. Any uncertainties regarding such approval requirements could have a material adverse effect on the TAG Business’s business, results of operations, and prospects.
The PRC may prevent the cash maintained by the Post-Combination Company in Hong Kong from leaving, or the PRC could restrict deployment of such cash for the Post-Combination Company’s business purposes or for the payment of dividends
The TAG Business does not have, and the TAG Business’s management does not expect the Post-Combination Company will have, any business operations in China or maintain any cash balances in mainland China. However, if the Post-Combination Company were to establish business operations or maintain cash balances in mainland China, tit may become subject to the PRC government’s controls on the convertibility of Renminbi into foreign currencies and the remittance of currencies out of China to foreign entities or investors. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) as long as certain procedural requirements related to foreign exchange control are met. Although generally the PRC government may not impose any restrictions on international payments or transfers on current account, the PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, and there may also exist macro-prudential control in foreign exchange through position management or know-your-customer (KYC) policies. Approval from appropriate government authorities, including SAFE, the National Development and Reform Commission (NDRC) and the Ministry of Commerce may be required for certain transactions if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Furthermore, foreign currency loans or capital contributions may be subject to statutory limits and registration with competent authorities.
The Hong Kong government has not issued similar laws or regulations for companies that are incorporated in or conduct businesses in Hong Kong. No cash is or is currently intended by the management of the TAG Business to be held in the PRC by the TAG Business or any of its subsidiaries. There is no regulatory restriction imposed by authorities in Hong Kong over the flow of funds among the TAG Business and its subsidiaries, or on any distributions or dividends of the TAG Business to its investors as of the date of this prospectus, and management of the TAG Business does not expect there will be regulatory restrictions by authorities in Hong Kong before or after the completion of the Business Combination.
The Basic Law is the constitutional document for Hong Kong. Under Article 112 of the Basic Law, no foreign exchange control policies shall be applied in Hong Kong. The Hong Kong dollar shall be freely convertible, and the Government of Hong Kong shall safeguard the free flow of capital within, into and out of the region. The power to
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amend the Basic Law lies in the National People’s Congress of the PRC and the ultimate power of interpretation of the Basic Law is vested in the Standing Committee of the National People’s Congress of the PRC. Therefore, the PRC has the power to cause a change in the Basic Law and cause capital controls to be imposed over Hong Kong. If the PRC were to do so, the PRC may also restrict the ability of the Post-Combination Company’s operating entities to remit currency maintained in Hong Kong offshore to pay dividends or make other payments, or otherwise to satisfy its foreign-currency-denominated obligations. In such case, relevant PRC governmental authorities may limit the ability of the Post-Combination Company to purchase foreign currencies in the future to settle transactions. As the PRC government may continue to strengthen its control over Hong Kong, this may limit the Post Combination Company’s ability to utilize such currencies to fund the Post-Combination Company’s business activities outside of the PRC, or to pay dividends in foreign currencies.
Risk Factors Relating to the TAG Business
The ability of the TAG Business to continue as a going concern is dependent upon its ability to raise additional funds and implement its business plan.
The combined financial statements of the TAG Business accompanying this prospectus were prepared assuming that the TAG Business will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. For the year ended December 31, 2021, the TAG Business reported a net income of approximately US$96.5 million. With a significant gain from the sale of one of its long-term investments, the TAG Business had retained earnings of approximately US$52 million as of December 31, 2021. However, for the year ended December 31, 2020, the TAG Business incurred a net loss of approximately US$16 million and during the three months ended March 31, 2022, the TAG Business incurred a net loss of approximately US$0.45 million. The pre-2021 historical operating results of the TAG Business indicate that the TAG Business has previously experienced losses from operations. The operating results for the TAG Business’s latest financial period indicate recent losses from operations. Each set of results raises the question regarding the TAG Business’s ability to continue as a going concern.
In the first quarter of 2022, the TAG Business has also experienced significant cash outflows from a dividend distribution and the purchase of additional investments. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation of the TAG Business — Liquidity and Going Concern.” As a result, the management of the TAG Business estimates that currently available cash will not be able to provide sufficient funds for the TAG Business to meet its planned obligations for the next 12 months from the date of its combined financial statements provided with this prospectus. See the notes to the combined financial statements of the TAG Business that accompany this prospectus. There can be no assurance that the TAG Business will become profitable in the near term, or at all, or will obtain necessary financing for its business, or that it will be able to continue in business. There can also be no assurance that the TAG Business will have sufficient financial resources and capital to continue to settle its debts as they fall due and sustain operations in the immediate future.
The management of the TAG Business intends to continue to monitor the TAG Business’s capital structure and evaluate various funding alternatives that may be needed to finance its growth strategy, business development, and operating expenses, including fundraising through equity or debt capital markets. Nonetheless, there can be no assurance that the TAG Business will be successful in such fundraising or that if it can secure such funds that they will be sufficient to meet the financing needs of the TAG Business and to allow the TAG Business to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operation of the TAG Business — Liquidity and Going Concern.”
The success and growth of the TAG Business will depend, in part, upon its ability to be a leader in technological innovation in its industries.
OPH and Fintech operate in industries experiencing rapid technological change and frequent product introductions. To succeed, the TAG Business must lead its peers in designing, innovating, and introducing new technology and product offerings. The process of developing new technologies and products is complex, and if the TAG Business is unable to successfully innovate and continue to deliver a superior client experience, the demand for its products and services may decrease, it may lose market share and its growth and operations may be hampered.
For example, part of OPH’s business relies on its continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates, and other client- and loan applicant-expected conveniences. The TAG Business’s proprietary platform technology is integrated into all steps of its business processes. The TAG Business’s dedication to incorporating technological advancements into its service platforms
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requires significant financial and personnel resources. Maintaining and improving this technology will require the TAG Business to expend significant capital expenditures on its proprietary technology platforms. See “Information about the TAG Business — Overall Business Strategy: Creating an Ecosystem Empowered by Fintech.”
To the extent that the TAG Business is dependent on any particular technology or technological solution, it may be harmed if such technology or technological solution becomes non-compliant with existing industry standards, fails to meet or exceed the capabilities of its competitors’ equivalent technologies or technological solutions, becomes increasingly expensive to service, retain, and update, becomes subject to third-party claims of intellectual property infringement, misappropriation, or other violation, or malfunctions or functions in a way not anticipated. Additionally, new technologies and technological solutions are continually being released. As such, it is difficult to predict the problems that the TAG Business may encounter in improving its websites’ and other technologies’ functionality.
The technologies that the TAG Business uses may contain undetected errors, which could result in customer dissatisfaction, damage to the TAG Business’s reputation, or loss of customers.
Some of the solutions that the TAG Business offers are built on large stacks of data, requiring sophisticated and innovative technologies to address the TAG Business’s operating needs, predict operating patterns, and help make decisions in terms of business strategies and implementation plans. The TAG Business aims to make its operations and solutions more streamlined, automated, and cost-effective by using advanced technologies which are currently under development. The TAG Business may encounter technical obstacles, and it may discover problems that prevent such technologies from operating properly, or at all, which could adversely affect the TAG Business’s information infrastructure and other aspects of its business where such technologies are applied. If the TAG Business’s solutions do not function reliably or fail to achieve its customers’ expectations for performance, the TAG Business may lose existing customers or fail to attract new ones, which may damage its reputation and adversely affect its business, financial condition, and results of operations.
Material performance problems, defects, or errors in the TAG Business’s existing or new software, applications, and solutions may arise and may result from the interface between solutions and systems and data that it did not develop, the function of which is beyond its control, or defects and errors that were undetected in internal testing. These types of defects and errors, and any failure by the TAG Business to identify and address them, could result in a loss of revenue or market share, diversion of development resources, harm to the TAG Business’s reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential customers from utilizing the TAG Business’s solutions. Correcting these types of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on the business, financial condition, and results of operations of the TAG Business.
Fintech has recently launched Tandem Hong Kong, a new digital platform. If Tandem Hong Kong cannot acquire new customers or exploit new business lines from this new platform, its business prospects may be adversely affected.
In November 2020, Fintech launched Tandem Hong Kong, a health and wealth digital platform (see “Information about the TAG Business — Tandem Hong Kong: Health and Wealth Digital Platform”). The Tandem Hong Kong platform was designed to enable the development of new products, such as deposit-like white labelled money market funds, mutual funds, etc. The management of the TAG Business believes that this new platform will enable Fintech to increase its customer base and boost fund management as well as fund distribution income. Any disruption in the Tandem Hong Kong platform and the development of the new products that it offers, including due to IT or other technical issues, could negatively impact the financial performance of Fintech and its growth prospects.
The Tandem Hong Kong platform’s offerings are also new to the Hong Kong financial products market. There can be no assurance that such products will be readily accepted by its customers, if at all. These products are also subject to Hong Kong market regulation and local government policies. While the management of the TAG Business believes that the Tandem Hong Kong platform’s products are properly presented under applicable law and regulation, there can be no assurance that Fintech will not be subject to additional regulation, including potential suspension, of these financial products in the future, which could adversely impact the financial performance of Fintech and its growth prospects.
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OPH and its subsidiaries rely on their business relationships with product issuers and the success of those product issuers, and OPH’s future development depends, in part, on the growth of such product issuers and their continued collaboration with OPH and its subsidiaries.
The business of OPH and its subsidiaries relies, in part, on financial products provided by certain banks, insurance companies, or other companies that offer financial products (product issuers). The management team of the TAG Business believes that establishment of business relationships with major product issuers such as MassMutual Asia Limited, Prudential Hong Kong Limited, and Zurich International Life Limited, which facilitates OPH’s ability to provide a wide variety of products to satisfy customers’ needs and enables it to negotiate favorable terms with such product issuers, to the benefit of its customers, contributes to its current success. The long-term business relationships that OPH and its subsidiaries have established with major product issuers are formed on the basis of the terms of business, broker contracts, and/or conditions issued by the product issuer(s) to certain subsidiaries of OPH setting out the terms and conditions upon which product issuer(s) are prepared to accept business referred or introduced to them. However, there is no assurance that OPH will succeed in maintaining existing and/or establishing new, strategic relationships with product issuers. If OPH cannot maintain and/or establish such relationships, it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.
OPH’s future development depends, in part, on the growth of such product issuers, on their continued development of new financial products, and on their continued collaboration with OPH and its subsidiaries. Failure by such product issues to continue to sell new financial products may, in turn, limit the ability of OPH and its subsidiaries to offer such products to their customers. There can be no assurance that if any product issuer discontinued its business or ceased to collaborate with the TAG Business that OPH or any of its subsidiaries could find replacement products on comparable terms, or at all. If OPH cannot maintain its current pipeline of products from product issuers, it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.
The property agency segment of OPH has historically operated on thin margins, which expose it to risk of non-profitability and recent trends have cause the segment to be loss-making.
The property agency segment of OPH, run by OnePlatform International Property Limited (“OIP”), has historically operated with thin profit margins. In accordance with its contracts with property developers and agreements with its own staff, commission income from the company’s operations is dispersed broadly among both the consultancy force and salespersons, often equaling up to 50% of the commission. This significant split of commission income has historically resulted in marginal profit for OIP.
In recent years, the segment has been loss-making and was supported by intercompany loans. While the management of the TAG Business intends to generate sufficient cashflows from the segment to repay such intercompany loans and create positive profit margins, there can be no assurance that the property agency segment of OPH will be able to generate such cashflows now or in the future. Without a change in the commission sharing mechanism or optimization of the segment’s operating costs, the property agency segment’s ability to achieve additional profits may be limited. There can be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating costs to sufficient levels, or at all. In addition, given the competitive environment in which OIP operates (see “— Each of OPH, Fintech, and their subsidiaries operate in a competitive and evolving industry; if the TAG Business is unable to compete effectively, it may lose market share”), there can also be no guarantee that such changes would not create a loss of engagement with property developers and salespersons. Such disruptions to the property agency segment of OPH could have negative effects on its business, financial condition, results of operations, and prospects.
The TAG Business relies on third parties for various aspects of its business and the services and solutions that it offers thereby. The TAG Business’s business, results of operation, financial condition, and reputation may be materially and adversely affected if these third parties do not continue to maintain or expand their relationship with the TAG Business, or if they fail to perform in accordance with the terms of their relevant contracts.
The TAG Business relies on third parties for various aspects of its business and the solutions they offer thereby. For example, the TAG Business relies on computer hardware, software, and cloud services, internet and telecommunication services, and third-party supplied data. The TAG Business expects to continue to rely on these third parties to supplement its capabilities for a significant period, if not indefinitely. Therefore, the TAG Business needs all of these parties to
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function in a flawless and timely manner to conduct its business. However, there can be no assurance that these third parties will provide their support properly or in a cost-effective manner or that the third party-supplied data the TAG Business relies on will be complete, accurate, or reliable. In the event of problems with any of these third-party providers, transitioning to new providers may disrupt the TAG Business’s business and increase costs.
If any of the TAG Business’s third-party service providers fail to perform properly, there can be no assurance that the TAG Business will be able to find a suitable would be able to find suitable replacement suppliers on commercially reasonable terms or timely basis, or at all. The TAG Business’s third-party service providers may carry out their business in an inappropriate manner or in violation of regulations or laws. Any of such occurrences could diminish the TAG Business’s ability to operate or damage its business reputation, or cause it regulatory or financial harm, any of which could negatively affect the TAG Business’s business, financial condition, and results of operations.
Failure to maintain and enlarge the customer base of the TAG Business or strengthen customer engagement may adversely affect its business and results of operations.
The TAG Business’s revenue growth depends, in part, on its ability to maintain and enlarge its customer base and strengthen customer engagement so that more of its customers will use the TAG Business’s solutions more often and contribute to the group’s revenue growth. Although the TAG Business maintains business relationships with its existing customers and has successfully developed different marketing channels to generate business from referrals, recurring business, and direct marketing, less than 10% of OPH’s revenue for the year ended December 31, 2021 was generated by recurring business from existing customers purchasing new products through OPH and its subsidiaries. In addition, the TAG Business does not rely on any significantly large customers or clients, as for the year ended December 31, 2021, no single customer represented more than 10% of the TAG Business’s total revenue. This diffusion of the TAG Business’s customer base requires the TAG Business to constantly maintain and refresh its broad customer base. The TAG Business’s customers are, however, geographically concentrated, as substantially all of its major customers are located in Hong Kong. Fluctuations in the macro-economic environment in Hong Kong may have adverse effects on the TAG Business’s major clients and, in turn, on the TAG Business.
There can be no assurance that the TAG Business’s customers will continue to use its services and solutions once their existing contract or relationship expires or that they will purchase additional solutions from the TAG Business. This risk is especially apparent in circumstances where it is inexpensive for them to switch service providers. For additional information about the TAG Business’s relevant competitors, see “Information about the TAG Business — Competition”. The TAG Business’s ability to maintain and enlarge its customer base and strengthen customer engagement will depend on many factors, some of which are out of the TAG Business’s control, including:
• its ability to continually innovate technologies to keep pace with rapid technological changes;
• its ability to continually innovate solutions in response to evolving customer demands and expectations and intense market competition;
• its ability to customize solutions for customers;
• customer satisfaction with the TAG Business’s solutions, including any new solutions that the TAG Business may develop, and the competitiveness of pricing and payment terms;
• the effectiveness of the TAG Business’s solutions in helping customers improve efficiency, enhance service quality, and reduce costs;
• customers’ acceptance of the TAG Business’s pricing models;
• the TAG Business’s ability to transition customers from “hook products,” which the TAG Business provides at low or even no charge, to products that provide more revenue and better margins; and
• the success and growth of the TAG Business’s customers, which could be affected by general-economic and market conditions, regulatory developments and other factors.
As many of the TAG Business’s customers are engaged using a transaction-based model, a reduction of transactions by its customers would adversely affect the TAG Business’s business and results of operations. For example, the COVID-19 pandemic may have a negative impact on business growth, project implementation, and the TAG Business’s
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customers’ usage of its solutions, and thus, the TAG Business’s revenue. See “— Given the significant global health, market, employment and economic impacts of the COVID-19 pandemic and the uncertainty of its duration, the TAG Business may experience negative impacts to its financial and operating performance and business prospects.”
In addition, the TAG Business derived some of its customers either through acquisitions of new businesses or by intra-group referrals. If the TAG Business cannot develop customers organically, conduct as many acquisitions, or receive as many customer referrals as it has historically, it may not be able to grow its customer base as quickly, or at all.
A number of the TAG Business’s business partners are commercial banks and other financial institutions that are highly regulated, and the tightening of laws, regulations, or standards in the financial services industry could harm its business.
A number of the TAG Business’s business partners are commercial banks and other financial institutions that are highly regulated and must comply with complex and changing government regulations and industry standards, which are subject to significant changes, in the various jurisdictions in which they operate. Global, regional, or local regulatory developments, including those in respect of consumer protection, credit availability, risk management, and data privacy, could adversely affect the TAG Business’s customers or otherwise result in a reduction in the volume and frequency of its business transactions.
The TAG Business’s financial institution partners must sometimes include restrictive provisions in their contracts with service providers such as the TAG Business, with respect to security and privacy, ongoing monitoring, risk management, and other limitations. These provisions may increase the TAG Business’s costs, limit the scope of the solutions the TAG Business offers, or otherwise restrict customer access. In addition, the TAG Business’s customers may have less capacity or incentive to purchase solutions from the TAG Business, may pass on their increased costs to the TAG Business, or may cease to use certain of the TAG Business’s solutions. As aspects of the TAG Business’s business employ a broker-based model, any reduction of transactions by the TAG Business’s partners may materially and adversely affect the TAG Business’s business and results of operations.
As a result of such laws and regulations, certain of the TAG Business’s customers have had, or will have, to adjust their business practices in ways that reduce their use of the TAG Business’s solutions, and these types of changes in response to regulatory developments may adversely affect the TAG Business’s business, result of operations, and financial conditions.
Significant increases and decreases in the number of transactions by the TAG Business’s clients can have a material negative effect on the TAG Business’s profitability and its ability to efficiently process and settle transactions.
Significant volatility in the number of client transactions and rebalancing activity may result in operational problems such as a higher incidence of failures to deliver services and errors in processing transactions, and such volatility may also result in increased personnel and related processing costs. The TAG Business may experience adverse effects on its profitability resulting from significant reductions in product sales and may encounter operational problems arising from unanticipated high transaction volume because the TAG Business is not able to control such fluctuations.
In addition, significant transaction volume could result in inaccurate books and records, which would expose the TAG Business to disciplinary action by governmental agencies and other relevant regulators.
Each of OPH, Fintech, and their subsidiaries operate in a competitive and evolving industry; if the TAG Business is unable to compete effectively, it may lose market share.
The market competition in which each of OPH, Fintech, and their subsidiaries operate is intense and all aspects of their business are highly competitive. The TAG Business competes for clients, customers, and personnel directly with other financial advisory firms, securities firms, and, increasingly, with other types of organizations and businesses offering financial services, such as banks and insurance companies. The financial technology services industry in Hong Kong and China is also highly competitive and rapidly evolving. New competitors, including affiliates of financial institutions, traditional IT companies, and internet companies, are entering this market.
The TAG Business primarily faces competition posed by major, existing financial institutions, including traditional banks and insurance agencies. However, the TAG Business also face threats of new players entering its industries, particularly the fintech industry, in Hong Kong and China. See “Information about the TAG Business — Competition”. While the management of the TAG Business believes that the TAG Business has a competitive advantage by having
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a full suite of financial products (including insurance, investment, and credit) coupled with a captive customer base and well-established infrastructure (including operational capabilities and technology), some of the TAG Business’s competitors may have greater brand recognition, larger customer bases or greater financial, technological, or marketing resources. There can be no assurance that the TAG Business’s competitors will not be able to respond more quickly and effectively than the TAG Business to new or changing opportunities, technologies, standards, or customer requirements, or successfully adapt to significant changes in regulatory and industry environments.
The financial services industry continues to evolve technologically, with an increasing number of firms of all sizes providing lower cost, computer-based “robo-advice” and enhanced digital experiences for clients with previously limited personalized service. Industry and technology changes may result in increased prevalence of robo-advisors. The TAG Business is subject to risk from accelerated industry changes and competitive forces, which have resulted and are expected to continue to result in significant costs for strategic initiatives to respond to such changes. The TAG Business’s ability to compete in its industries is based primarily on a business model designed to serve clients through personalized relationships with financial advisors offering a full-product suite complemented by a low-cost digital platform. The TAG Business may be subject to operational risk if its current business model is unable to keep pace with a rapidly changing environment, which includes client, industry, technology, and regulatory changes. In addition, the TAG Business’s ability to compete and adapt its business model may be impacted by changing client demographics, preferences, and values. If the TAG Business’s services do not meet client needs, it could lose clients, thereby reducing revenues and profitability.
Talent competition among the TAG Business’s competitors also exists for financial advisors, technology specialists, and corporate staff. The TAG Business’s continued ability to expand its business and to compete effectively depends on its ability to attract qualified employees and to retain and motivate current employees. Additionally, during an economic downturn, there is increased risk that the TAG Business’s more successful personnel may leave or be hired away by its competitors, if the TAG Business experiences reduced profitability.
Competition may also result in continued pricing pressures, which may lead to price reductions for the TAG Business’s services and offerings and may adversely affect its profitability and market share. In addition, the TAG Business may face competition from its own customers or financial product providers, who may develop their own solutions internally after they have gained experience and expertise independently or through their use of the TAG Business’s solutions. If the TAG Business is unable to successfully compete in its relevant industries, its business, financial condition, and results of operations may be materially and adversely affected.
If the TAG Business is unable to protect or promote its brand and reputation, its business may be materially and adversely affected.
The brand names and reputation of the TAG Business and its subsidiaries are subject to a variety of factors that are beyond its control. For example, customer complaints about the TAG Business’s services and negative publicity about the financial services industry could diminish consumer confidence in the TAG Business’s solutions. Failure to protect the TAG Business’s customers’ privacy or effectively adopt security measures could have the same effect. Measures that the TAG Business may take from time to time to combat risks of fraud and breaches of privacy and security can damage relations with its customers. These measures heighten the need for prompt and accurate customer service to resolve irregularities. If the TAG Business cannot handle customer complaints effectively or balance different customers’ needs appropriately, its reputation may suffer, and the TAG Business may lose customers’ confidence. Furthermore, the TAG Business may be subject to claims seeking to hold it liable for inaccurate or false information. Any claims, regardless of merit, may force the TAG Business to participate in costly time-consuming litigation or investigations, divert significant management and staff attention, and damage its reputation and brand. In addition, the TAG Business’s reputation may be undermined if its customers and product issuers, many of whom are financial institutions, violate laws and regulations such as financial supervision regulations and anti-money laundering laws, when interacting with the TAG Business’s solutions. Any significant damage to the reputation of the TAG Business or any of its subsidiaries, or to the perceived quality or awareness of its brands or solutions, or any significant failure by the TAG Business to promote and protect its brands and reputation, could make it more difficult for the TAG Business to maintain a good relationship with its customers, promote its services or retain qualified personnel, any of which may have a material adverse effect on the TAG Business’s business.
The TAG Business’s future marketing and efforts to build its brands will likely require it to incur additional expenses. In 2020 and the first half of 2021, the TAG Business changed the branding of many of its group companies to reflect new brands, such as “TAG” and “OnePlatform,” that align with the group’s new approach to the market. These re-branding efforts include obtaining new trademark and domain name registrations, which efforts are ongoing. Increased marketing
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expenses in the short term may be required to familiarize the TAG Business’s customers and the public with these new brand names. These efforts may not result in increased revenues in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred. If the TAG Business fails to successfully promote, protect, and maintain its brands while incurring additional expenses, its results of operations and financial condition would be adversely affected, and its ability to grow its business may be impaired.
Given both the TAG Business’s past and the Post-Combination Company’s future relationship with the Legacy Group, any negative development in the Legacy Group’s market position, reputation, or brand recognition may materially and adversely affect the brand image, reputation, and market value of B2B, Fintech, and their subsidiaries or the brand image, reputation, and market value of the Post-Combination Company. See “— The Legacy Group has experienced significant reputational damage in the past in connection with its previous management, which could adversely affect the market prospects and reputation of the TAG Business, and/or the scope and quality of services rendered by the Legacy Group to the TAG Business.”
Breach of the TAG Business’s security measures or those of any third-party cloud computing platform provider, or other third-party service providers, may result in the TAG Business’s data, IT systems, and services being perceived as not being, or actually not being, secure.
Some of the TAG Business’s services involve storage and transmission of its customers and their end-customers’ proprietary and other sensitive data, including financial information and other personally identifiable information. The TAG Business’s security measures may be breached as a result of efforts by individuals or groups of hackers and sophisticated organizations, including by fraudulently obtaining system information of the TAG Business’s employees or customers. The TAG Business’s security measures could also be compromised by employee error or malfeasance, which could result in unauthorized access to, or denied authorized access to, the TAG Business’s IT systems, customers’ data, or its own data, including with respect to the TAG Business’s intellectual property and other confidential business information.
Because the techniques used to breach, obtain unauthorized access to, and sabotage IT systems change frequently, grow more complex over time, and are generally not recognized until launched against a target, the TAG Business may be unable to anticipate or implement adequate measures to prevent such techniques. In addition, the TAG Business is often an early adopter of new technologies and new ways of sharing data and communicating internally and with partners and customers. As its IT systems continue to evolve, this increases their complexity. In addition, the TAG Business’s customers may authorize third-party technology providers to access their customer data, and some of the TAG Business’s customers may not have adequate security measures to protect their data that is stored on the TAG Business’s servers. Because the TAG Business does not control its customers or third-party technology providers, or the processing of such data by third-party technology providers, the TAG Business cannot ensure the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed to temporarily deny customers access to the TAG Business’s services.
A security breach could expose the TAG Business to a risk of loss or inappropriate use of proprietary and sensitive data, or the denial of access to this data. A security breach could also result in a loss of confidence in the security of its services, damage the TAG Business’s reputation, negatively impact future sales, disrupt its business, and lead to legal liability. Finally, the detection, prevention, and remediation of known or potential security vulnerabilities, including those arising from third-party hardware or software, may result in additional direct and indirect costs, for example, the TAG Business may be required to purchase additional infrastructure or its remediation efforts may degrade the performance of the TAG Business’s solutions.
Unexpected network interruptions, security breaches, or computer virus attacks and failures in the TAG Business’s information technology systems could have a material adverse effect on its business, financial condition, and results of operations.
The TAG Business’s information technology systems support all phases of its operations and are an essential part of the group’s technology infrastructure. The robust reliability of the TAG Business’s platform is one of its competitive strengths that it relies on to attract and retain customers. If the TAG Business’s systems fail to perform, it could experience disruptions in operations, slower response times, or decreased customer satisfaction. The TAG Business must process, record, and monitor a large number of transactions, and its operations are highly dependent on the integrity of its technology systems and its ability to make timely enhancements and additions to such systems. System interruptions, errors, or downtime can result from a variety of causes, including unexpected interruptions to the internet infrastructure, technological failures, changes to systems, changes in customer usage patterns, linkages
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with third-party systems, and power failures. The TAG Business’s systems are also vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, denial of service attacks, computer viruses or cyber-attacks, terrorist attacks, natural disaster, power outage, capacity constraints, software flaws, events impacting the TAG Business’s key business partners and vendors, and other similar events.
While the TAG Business has in the past experienced network interruptions, which did not have a material adverse impact on the business, its business depends on the performance and reliability of the internet infrastructure. There can be no assurance that the internet infrastructure that the TAG Business depends on will remain sufficiently reliable for its needs. Any failure to maintain the performance, reliability, security, or availability of its network infrastructure may cause significant damage to its ability to attract and retain customers. Major risks involving the TAG Business’s network infrastructure include:
• breakdowns or system failures resulting in a prolonged shutdown of its servers;
• disruption or failure in the national backbone networks in Hong Kong, China, and the other markets where the TAG Business operates, which would make it impossible for customers to access the TAG Business’s solutions;
• damage from natural disasters or other catastrophic events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events; and
• any infection by or spread of computer viruses or other system failures.
Any network interruption or inadequacy that causes interruptions in the availability of the TAG Business’s platform or deterioration in the quality of access to its solutions could reduce customer satisfaction and result in a reduction in the activity level of the TAG Business’s customers. Furthermore, increases in the volume of traffic on the TAG Business’s platform could strain the capacity of its existing computer systems and bandwidth, which could lead to slower response times or system failures. This strain could cause a disruption or suspension in the TAG Business’s service delivery, which could, in turn, hurt its brand and reputation. The TAG Business may need to incur additional costs to upgrade its technology infrastructure and computer systems to accommodate increased demand if it anticipates that its systems cannot handle higher volumes of traffic and transaction in the future. In addition, it could take an extended period to restore full functionality to its technology or other operating systems in the event of an unforeseen occurrence, which could affect the TAG Business’s ability to deliver its solutions. There can be no assurance that the TAG Business will not suffer unexpected losses, reputational damage, or regulatory actions due to technology or other operational failures or errors, including those of the TAG Business’s vendors or other third parties.
The TAG Business’s inability to use software licensed from third parties, including open-source software, could negatively affect its ability to sell its solutions and subject it to possible litigation.
The TAG Business’s technology platform incorporates software licensed from third parties, including open-source software, which the TAG Business uses without charge. Although the TAG Business monitors its use of open-source software, the terms of many open-source licenses that it is subject to have not been interpreted by courts, and there is a risk that these licenses could be construed to impose unanticipated conditions or restrictions on its ability to provide its solutions. In addition, the terms of open-source software licenses may require the TAG Business to provide software that it develops to others on unfavorable license terms. For example, certain open-source licenses may require the TAG Business to offer the components of its platform that incorporate open-source software for free, to make source code for modifications or derivative works available to others, and to license such modifications or derivative works under the terms of the particular open-source license.
In addition, the TAG Business could be required to seek licenses from third parties to continue offering its solutions, and these types of licenses may not be available or may be on terms not acceptable to the TAG Business. Alternatively, the TAG Business may need to re-engineer its solutions or discontinue using certain functionalities of its solutions. The TAG Business’s inability to use third-party software could result in business disruptions, or delays in developing future offerings or enhancements of its existing solutions, which could materially and adversely affect the TAG Business’s business and results of operations.
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Given the significant global health, market, employment and economic impacts of the COVID-19 pandemic and the uncertainty of its duration, the TAG Business may experience negative impacts to its financial and operating performance and business prospects.
Since December 2019, the COVID-19 pandemic has adversely affected global business activities and resulted in significant uncertainty in the global economy and volatility in financial markets. The Chinese and Hong Kong governments have issued temporary measures to limit large gatherings and imposed travel restrictions to contain the outbreak of COVID-19, which hampered business volume from mainland Chinese customers. With social distancing measures having been implemented to curtail the spread of COVID-19, businesses in Hong Kong, such as the TAG Business, which often use in-person consultations for new business production faced a slowdown. In addition, Hong Kong has suspended mainland tourists’ free travel and requested those who travel from mainland China and enter Hong Kong to undergo quarantine. The resurgence of the Omicron variant of COVID-19, which is presently thought to be the most transmissible and contagious variant of COVID-19, has caused a surge in COVID-19 cases in Hong Kong and mainland China, since March 2022, and led to government responses to combat the wave of infections. The TAG Business’s operations have accordingly been negatively affected by delays in project implementation, on-site work, business development, client interaction and general uncertainties surrounding the effective and timely constraint of COVID-19. Further economic or market events could negatively impact the operations and financial results of the TAG Business. The TAG Business’s business operations could be disrupted if any of its employees contracts COVID-19 or any other epidemic disease, since it could require such employees to be quarantined and/or offices to be closed for disinfection or other remedial measures. The TAG Business has experienced labor constraints resulting from COVID-19-related quarantine measures and may experience employee turnover due to resistance to vaccine mandates imposed by local governments or the customers. Customer usage of the TAG Business’s services and solutions, particularly in-person financial advisory services offered by OPH and its subsidiaries, and its corresponding revenue may also be adversely affected. See “Information about the TAG Business — COVID-19 Response” for information on how the TAG Business has responded to the pandemic.
The outbreak of COVID-19 and the resulting widespread health crisis has also adversely affected economies and financial markets globally, which could result in an economic downturn that could affect the demand for the TAG Business’s products and future revenue and operating results. The outlook for the COVID-19 pandemic remains fluid, and its long-term implications on the TAG Business and its results of operations are uncertain. The extent to which this outbreak impacts the operating results of the TAG Business will depend on future developments, which are highly uncertain and unpredictable, including new information that may emerge concerning the severity of the pandemic (including the spread of variants of COVID-19) and future actions, if any, to contain or cure it.
The TAG Business’s business in the credit industry requires sufficient liquidity to maintain its business activities, and it may not always have access to sufficient funds.
Liquidity, or ready access to funds, is essential to the TAG Business’s business, particularly its money lending business through OnePlatform Credit Limited (“OCL”) and Hong Kong Credit Corporation Limited (“HKCC”). A tight credit market could have a negative impact on the ability of either or both of OCL and HKCC to maintain sufficient liquidity to meet their working capital needs and to meet regulatory requirements. Short-term and long-term financing are two sources of liquidity that could be affected by a tight credit market. In a tight credit market, lenders may reduce their loan amounts. There can be no assurance that financing will be available at attractive terms, or at all, in the future. Additionally, the TAG Business’s access to funds held at the broker-dealer is subject to regulatory capital requirements and may require approval from regulators. A significant decrease in the TAG Business’s access to funds could negatively affect its business, financial management, and reputation in the industry.
The TAG Business’s business is impacted by interest rates, and its profitability could be negatively impacted by a low or a negative interest rate environment.
Presently the TAG Business has no significant interest-bearing assets, meaning that the TAG Business’s income and operating cash flows are substantially independent of changes in market interest rates. However, the TAG Business’s financial performance, particularly with respect to its money lending business, through OnePlatform Credit Limited and Hong Kong Credit Corporation Limited, is directly affected by, and subject to substantial volatility from changes in prevailing interest rates. Due to the unprecedented events surrounding the COVID-19 pandemic along with the associated severe market dislocation, there are additional factors that contribute to uncertainty and unpredictability concerning current interest rates, future interest rates, and potential negative interest rates.
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Although the TAG Business does not currently expect a sustained negative interest rate environment, as evidenced by the announcement and implementation of recent raises in federal interest rates in the United States, it proactively manages interest rate risk by varying the issuance and maturity dates of its variable rate debt, limiting the amount of its variable rate debt, and continually monitoring the effects of market changes in interest rates. Nevertheless, if a sustained negative interest rate environment were to occur, the TAG Business’s profitability could be negatively impacted by reductions in interest rate revenue on its loan products, additional costs with third parties to hold both firm and client cash deposits, and potential additional expenditures related to cash solutions products.
The TAG Business is subject to credit risk due to the nature of the transactions it processes for its clients.
The TAG Business is exposed to the risk that third parties who owe it money, securities, or other assets will not meet their obligations. Many of the transactions in which the TAG Business engages expose it to credit risk in the event of default by its counterparty or client, such as loans or cash balances held at major financial institutions. In addition, the TAG Business’s credit risk may be increased when the collateral it holds cannot be realized or is liquidated at prices insufficient to recover the full amount of the obligation due to the TAG Business. Financial instruments that potentially subject the TAG Business to credit risk consist of cash equivalents, restricted cash, accounts, and loans receivable. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$500,000 (approximately US$64,493) if the bank with which an individual/a company hold its eligible deposit fails. The TAG Business maintains cash and other funds in escrows at financial institutions in Hong Kong, which can be subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness, and there can be no assurance that they will remain of high credit quality.
The TAG Business evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information. Nonetheless, there can be no assurance that its customers will not default on their obligations or otherwise expose the TAG Business to the negative impacts of credit risk.
Restrictions imposed by the outstanding indebtedness and any future indebtedness of the TAG Business may limit its ability to operate its business and to finance its future operations or capital needs or to engage in acquisitions or other business activities necessary to achieve growth.
The terms of the outstanding indebtedness of the TAG Business and any future indebtedness may restrict the TAG Business or its subsidiaries from taking certain actions, including, among other things:
• incurring additional indebtedness;
• creating or incurring liens;
• paying dividends and distributions on, or purchase, redeem, defease, or otherwise acquire or retire for value, capital stock;
• making repayments or repurchases of debt that is contractually subordinated with respect to right of payment or security;
• creating negative pledges or restrictions on the payment of dividends or payment of other amounts owed from subsidiaries;
• making acquisitions, investments, loans (including guarantees), advance or capital contributions;
• engaging in consolidations, amalgamations, mergers, liquidations, dissolutions, dispositions and/or selling, transferring, or otherwise disposing of assets, including capital stock of subsidiaries;
• entering into certain sale and leaseback transactions;
• engaging in certain transactions with affiliates; or
• changing material lines of business.
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There can be no guarantee that the TAG Business will be able to maintain compliance with any such covenants or, if the TAG Business fails to do so, that it will be able to obtain waivers from the lenders and/or amend the covenants. Even if the TAG Business complies with all of the applicable covenants, the restrictions on the conduct of business could adversely affect the TAG Business by, among other things, limiting its ability to take advantage of financings, mergers, acquisitions, investments, and other corporate opportunities that may be beneficial to business.
A breach of any of the covenants in existing or future credit agreements could result in an event of default, which, if not cured or waived, could trigger acceleration of indebtedness and an increase in the interest rates applicable to such indebtedness, and may result in the acceleration of or default under any other debt the TAG Business may incur in the future to which a cross-acceleration or cross-default provision applies. Any such acceleration of indebtedness could have a material adverse effect on the business, results of operations, and financial condition of the TAG Business. In the event of any default under existing or future credit facilities of the TAG Business, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be due and payable. In addition, if the TAG Business was to grant a security interest in a significant portion of its assets to secure obligations under a lending agreement, the applicable lenders, during the existence of an event of default, could exercise their rights and remedies thereunder, including by way of initiating foreclosure proceedings against any assets constituting collateral for obligations of the TAG Business as borrower.
The TAG Business’ performance depends on key management and personnel, who are anticipated to continue in substantially similar roles in the Post-Combination Company. Any failure to attract, motivate and retain staff could severely hinder the Post-Combination Company’s ability to maintain and grow the TAG Business.
The future success of the TAG Business is significantly dependent upon the continued service of a handful of its key personnel, many of whom currently fill senior management roles within the Legacy Group and act as directors for the various members of the Legacy Group. The TAG Business and AGBA anticipate that these key personnel will continue in their current roles in the Post-Combination Company. See “Directors, Executive Officers, and Corporate Governance — Directors and Executive Officers after the Business Combination”. If the TAG Business loses the services of any member of management or other key personnel, it may not be able to locate suitable or qualified replacements, and it may incur additional expenses to recruit and train new staff, which could severely disrupt its business and growth, therefore materially and adversely affecting the TAG Business’s business, financial condition, results of operations, and prospects. In addition, although the TAG Business has entered into confidentiality and noncompetition agreements with its management and other key personnel which are expected to be replicated for the Post-Combination Company, there is no assurance that any member of the management team and such personnel will not join its competitors or form a competing business. If any dispute arises between the TAG Business’s current or former personnel and the TAG Business and/or the Post-Combination Company, the TAG Business and/or the Post-Combination Company may have to incur substantial costs and expenses in order to enforce such agreements in Hong Kong or elsewhere (as relevant), and the TAG Business and/or the Post-Combination Company may not be able to enforce them at all.
The wide range and diversity of the services and solutions that the TAG Business provides may require the hiring and retention of a wide range of experienced personnel who can adapt to a dynamic, competitive, and challenging business environment. The Post-Combination Company will need to continue to attract and retain experienced and capable personnel at all levels as it expands its business and operations. Competition for talent in Hong Kong’s and China’s financial technology industry is particularly intense, and the availability of suitable and qualified candidates is limited. See “— Each of OPH, Fintech, and their subsidiaries operate in a competitive and evolving industry; if the TAG Business is unable to compete effectively, it may lose market share.” Competition for these individuals could cause the Post-Combination Company to offer higher compensation and other benefits to attract and retain them. In addition, even if Post-Combination Company did offer higher compensation and other benefits, there can be no assurance that these individuals would choose to join, or continue working for, the Post-Combination Company.
The Legacy Group has experienced significant reputational damage in the past in connection with its previous management, which could adversely affect the market prospects and reputation of the TAG Business, and/or the scope and quality of services rendered by the Legacy Group to the TAG Business.
Prior to December 2017, the Legacy Group dismissed certain executive directors from the board of Convoy Global, as the result of alleged inappropriate activities or personal misconduct causing harm to the Legacy Group. Although the Legacy Group has installed new management since 2017 and the TAG Business is legally distinct from the Legacy Group in all material respects, the historical issues with the Legacy Group’s previous management may have a reputational impact on the TAG Business, which may, in turn, impact its prospects. Given the TAG Business’s
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historical link to the Legacy Group, the reputation of the TAG Business with customers and in the market may suffer from its connection with the Legacy Group, which could adversely impact the business, financial condition, results of operations, and prospects of the TAG Business.
In connection with the actions of its past management, the Legacy Group has fully cooperated with the investigation by Hong Kong regulatory authorities, and as a safeguard, Convoy Global voluntarily suspended trading of its shares on the Hong Kong Stock Exchange. While the current management of the Legacy Group has stated that it has made considerable progress in both strengthening the corporate governance and internal controls of the group and rehabilitating the group’s reputation in the market, as described further in the section entitled “Information about the TAG Business — Historical Reputational Impact of the Legacy Group”, there can be no assurance that the efforts undertaken to date, and those taken in the future, will be sufficient to meet either the goals of the current management or the public’s expectations, or mitigate the historical reputational impact by association on the TAG Business.
In addition to the potential reputational impact on the TAG Business, the prospects of the Legacy Group may also affect the operations of the TAG Business to the extent of services to be provided by the Legacy Group to the TAG Business and the Post-Combination Company. Given the anticipated continuing relationship between TAG Business, the Post-Combination Company, and the Legacy Group following the Business Combination (see “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business”) and the overlap between the management of the TAG Business, the Post-Combination Company, and the Legacy Group (see “Directors, Executive Officers, and Corporation Governance — Directors and Executive Officers of the TAG Business”), any failure of the new internal corporate controls within the Legacy Group may impact the business, financial condition, and results of operations of the Legacy Group, which, in turn, may impact the group’s ability to provide services — administrative, managerial, or otherwise — to the TAG Business, which could in turn have an negative impact on the business, financial condition, results of operations, and prospects of the TAG Business and the Post-Combination Company.
If the TAG Business cannot maintain its corporate culture, it could lose the innovation, collaboration, and focus on the mission that contribute to its business.
The TAG Business believes that a critical component of its success is its corporate culture and its deep commitment to its mission. The TAG Business believes that this mission-based culture fosters innovation, encourages teamwork, and cultivates creativity. The mission defines its business philosophy as well as the emphasis that it places on its clients and customers, its employees, and its culture that is consistently reinforced to and by its team members. See “Information about the TAG Business — The TAG Business’s People.”
As a result of COVID-19, a significant portion of the TAG Business’s team members have had to adjust their work schedules, including working remotely at times and abiding by local COVID-19 government protocols, and there is a risk that over time such remote operations may decrease the cohesiveness of its teams and its ability to maintain its culture, both of which are integral to its success. Indeed, the TAG Business has suffered from significant disruption to operational activities and staffing shortages, which could have a material adverse effect on its business, financial condition and results of operation. If the TAG Business, or the Post-Combination Company following the Business Combination, is unable to preserve its culture, this could negatively impact its future success, including its ability to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue its mission and corporate objectives.
Substantially all of the TAG Business’s operations are housed in one location. If the facilities are damaged or rendered inoperable by natural or man-made disasters, the TAG Business’s business may be negatively impacted.
In July 2020, the Legacy Group consolidated its offices in Hong Kong and moved into a new headquarters at Trust Tower in one of Hong Kong’s central business districts, to promote efficiency. The new headquarter adopts an open-office design throughout the entire building to minimize overall expenses, promote collaborative culture, and create a more flexible workspace environment. See “Information about the TAG Business — Property”.
As a result of this move, substantially all operations of the TAG Business are housed in one building. Certain subsidiaries of the TAG Business compensate the Legacy Group for the use of their office space through existing service agreements. See “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business”. Trust Tower, and the TAG Business’s office therein, could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, fires, power shortages, telecommunications failures, water shortages,
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floods, hurricanes, typhoons, extreme weather conditions, medical epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions, including the COVID-19 pandemic. If due to such disaster a significant portion of the TAG Business’s team members must work remotely for an extended period, the TAG Business’s business may be negatively impacted. See “— If the TAG Business cannot maintain its corporate culture, it could lose the innovation, collaboration, and focus on the mission that contribute to its business.”
On January 25, 2022, the TAG Business purchased an office building located at Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong from the Legacy Group for a consideration of approximately US$8.0 million. The purchase price was offset by the deduction of a previously paid earnest deposit of US$7.2 million and partially settled by cash. The management of the TAG Business expects to use this office building for its own occupancy and to meet its anticipated business expansion in the foreseeable period. This transaction is not expected to affect the existing Trust Tower lease or current administrative service agreements.
The TAG Business may not be able to identify or pursue suitable acquisition or expansion opportunities or achieve optimal results in future acquisitions or expansions, and it may encounter difficulties in successfully integrating and developing acquired assets or businesses.
To further grow its businesses and increase its competitiveness and profitability, the TAG Business intends to continue expanding its services and solutions in both Hong Kong and China. The TAG Business has been actively looking for acquisition or expansion opportunities that may be beneficial. Over the past few years, Fintech has invested in a number of companies in the fintech space, such as Tandem (see “Information about the TAG Business — Fintech”). The TAG Business is also currently in active discussions to establish a strategic partnership with a top asset manager in China to provide offshore insurance solutions to its over 20 million customers with a total AUM over US$ 120 billion (see “Information about the TAG Business — Strategic Growth Plans of the TAG Business — Strategic Enablers to Capture GBA Opportunities”). The TAG Business will continue to seek opportunities for acquisition and expansion. However, acquisitions or expansions may not be successfully completed, and the TAG Business may not be able to find or consummate suitable acquisition or expansion alternatives. Any expansion of the TAG Business into China may also involve risks related to business operating in China (see — “The TAG Business’s potential expansion of activities in China is subject to various risks”). If the TAG Business successfully completes any acquisition or expansion, it may raise financing, either in the capital markets or in the form of bank financing, to cover all or part of the purchase price, which will lead to changes to the TAG Business’s capital structure and may restrict the TAG Business and their subsidiaries in other ways. In addition, to the extent that any of these business initiatives are funded through the issuance of equity or convertible debt securities, the ownership interest of the TAG Business’s shareholders could be diluted.
The TAG Business has acquired and may in the future acquire other businesses or companies with advanced financial technologies, leading financial technology products, valuable intellectual property, or other businesses or assets with capabilities and strategies that the management of the TAG Business believes are complementary to and are likely to enhance its businesses. However, there can be no assurance that the TAG Business will be able to identify attractive acquisition targets, negotiate favorable terms, obtain necessary government approvals or permits, complete necessary registrations or filings, or obtain necessary funding to complete these acquisitions on commercially acceptable terms, or at all.
Acquisitions and expansions involve numerous risks, including potential difficulties in retaining and assimilating personnel, risks and difficulties associated with integrating the operations and culture of the TAG Business, diversions of management attention and other resources, lack of experience and industry and market knowledge of the new businesses, risks and difficulties associated with complying with laws and regulations related to the acquisitions and the TAG Business, and failure to properly identify problems with acquisition targets through the due diligence process. In addition, acquisitions and expansions may significantly stretch the TAG Business’s capital, personnel, and management resources and, as a result, the TAG Business may fail to manage its growth effectively. Any new acquisition or expansion plans may also result in its inheritance of debts and other liabilities, assumption of potential legal liabilities in respect of the new businesses, and incurrence of impairment charges related to goodwill and other intangible assets, any of which could harm the TAG Business’s business, financial condition, and results of operations. In particular, if any new businesses the TAG Business acquires fail to perform as expected, the TAG Business may be required to recognize a significant impairment charge, which could materially and adversely affect its business, financial condition, and results of operations. There may also be established players in these sectors and markets that enjoy significant market share, and it may be difficult for the TAG Business to win market share from them. Furthermore, some of the overseas markets that the TAG Business may target may have high barriers of entry for
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foreign players. There can be no assurance that the TAG Business’s acquisition or expansion plans will be successful. As a result, there can be no assurance that the TAG Business will be able to realize the strategy behind an acquisition or expansion plan, reach the desired level of operational integration, or achieve its investment return targets.
Members of the TAG Business and their directors, management, and employees currently are and may in the future be subject to litigation and regulatory investigations and proceedings, and any adverse findings may have a material adverse effect on the TAG Business’s business, results of operations, financial condition, and prospects and harm its reputation.
Many aspects of the TAG Business’s business involve substantial litigation and regulatory risks, and members and management of the TAG Business may be subject to claims and lawsuits in the ordinary course of their business or in connection with the Legacy Group. The TAG Business is also, from time to time, subject to examinations, informal inquiries and investigations by regulatory and other governmental agencies. In the ordinary course of business, the TAG Business is also subject to arbitration claims, lawsuits, and litigation, either as plaintiff or defendant. Please refer to “Information about the TAG Business — Legal Proceedings” for information on material, active cases, as of the date of this prospectus.
Actions brought against the TAG Business may result in settlements, injunctions, fines, penalties, or other results adverse to the directors, management, and employees of the TAG Business, or TAG Business itself, that could harm its business, financial condition, results of operations, and reputation. Any action against the directors, management, and employees of the TAG Business, or TAG Business itself, even those without merit and even if the relevant party is successful in defending itself against them, may cause the TAG Business to incur significant costs, and could place a strain on its financial resources, divert the attention of management from its core business, and harm its reputation. A significant judgment or regulatory action against the directors, management, and employees of the TAG Business, or TAG Business itself, or a material disruption in the business of the TAG Business arising from adverse adjudications in proceedings against its directors, officers or employees would have a material adverse effect on its liquidity, business, financial condition, results of operations, reputation, and prospects.
As a publicly listed company, the Post-Combination Company may face additional exposure to claims and lawsuits. These claims could divert management’s time and attention away from its business and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, the Post-Combination Company may elect or be forced to pay substantial damages if it is unsuccessful in its efforts to defend against these claims, which could harm its reputation, business, financial condition, and results of operations.
The TAG Business and its subsidiaries implement policies and conduct regular compliance training designed to deter wrongdoing, promote honest and ethical conduct, and ensure the accuracy of financials and other public communications as well as compliance with applicable governmental laws, rules, and regulations. However, there can be no assurance that all of the TAG Business’s directors, management, and employees will strictly abide by these rules and policies, or that the TAG Business can effectively and timely deter, detect, and remedy all misconduct. Any gross misconduct by the TAG Business’s directors, management, and employees, including, but not limited to those in relation to commercial, labor, employment, financial, operational, accounting, auditing or securities matters may lead to investigations and/or litigation and have a material adverse impact on the TAG Business’s business, financial condition and results of operations, and harm its reputation.
The TAG Business may not have sufficient insurance coverage to cover its business risks.
The TAG Business maintains insurance to cover its potential exposure for claims and losses. However, its insurance coverage may be inadequate or unavailable to protect the TAG Business fully, and it may not be able to acquire any coverage for certain types of risks such as business liability or service disruptions, and its coverage may not be adequate to compensate the TAG Business for all losses that may occur, particularly with respect to loss of business or operations. Any business disruption, litigation, regulatory action, outbreak of epidemic disease, or natural disaster could also expose the TAG Business to substantial costs and resource diversion. There can be no assurance that the TAG Business’s existing insurance coverage will be sufficient to prevent it from any loss or that it will be able to successfully claim its losses on a timely basis, or at all. If the TAG Business incurs any loss that is not covered by its existing insurance policies, or the amount of compensation that it receives is significantly less than its actual loss, the TAG Business’s business, financial condition and results of operations could be materially and adversely affected.
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Any failure to protect the intellectual property rights of the TAG Business or its subsidiaries or to ensure the continuing right to own, use or license all intellectual property required for its operations could impair its ability to protect its proprietary technology and its brand.
The TAG Business’s success and ability to compete depends in part upon its intellectual property. As of the date of this prospectus, the TAG Business and its subsidiaries portfolio of intellectual property includes, primarily, domain names and trademarks. The TAG Business is currently in the process of re-branding its business, and as part of this exercise, the TAG Business is in the process of obtaining domain names and trademark registrations for its new brands, such as “TAG and “OnePlatform.” The TAG Business primarily relies on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with its employees, customers, partners and others to protect its intellectual property rights. The steps that the TAG Business takes to secure, protect, and enforce its current and future intellectual property rights may be inadequate. The TAG Business may not be able to obtain any further trademarks or patents, its current intellectual property could be invalidated, its competitors could design their products around the TAG Business’s current technology, or it could lose access to third party intellectual property on which it may rely.
In order to protect its intellectual property rights, the TAG Business may be required to spend significant resources to monitor and protect these rights. Litigation brought to protect and enforce its intellectual property rights could be costly, time consuming and distracting to the management of the TAG Business and could result in the impairment or loss of its intellectual property. Furthermore, the efforts of the TAG Business to enforce its intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of its intellectual property rights. Accordingly, the TAG Business may not be able to prevent third parties from infringing upon or misappropriating its intellectual property. Any failure to secure, protect and enforce its intellectual property rights could substantially harm the value of the TAG Business’s technology, products, brand, and business.
The TAG Business may not be able to prevent others from unauthorized use of its intellectual property, which could harm its business and competitive position.
The TAG Business regards its trademarks, domain names, trade secrets, and other intellectual property as critical to its business. Unauthorized use of the TAG Business’s intellectual property by third parties may adversely affect its business and reputation. The TAG Business relies on a combination of intellectual property laws and contractual arrangements to protect its proprietary rights. It is often difficult to register, maintain, and enforce intellectual property rights in countries or regions with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms. Sometimes laws and regulations are subject to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries are uncertain and may afford little or no effective protection of the TAG Business’s proprietary technology, and the risk of intellectual property misappropriation may be higher in these countries. Consequently, the TAG Business may be unable to prevent its proprietary technology from being infringed or exploited abroad, which could affect its ability to expand into international markets or require costly efforts to protect its technology. The TAG Businesses are in the process of obtaining new domain names and trademark registrations in connection with their ongoing re-branding efforts. Failure to promptly obtain such registrations or otherwise fully project such intellectual property may expose the TAG Business to intellectual property related risks, which may materially and adversely affect its business, financial condition and results of operations.
In addition, the TAG Business’s contractual agreements, including IP assignment arrangements in employment contracts, may be breached by counterparties, and there may not be adequate remedies available to the TAG Business for any such breach. Accordingly, the TAG Business may not be able to effectively protect its intellectual property rights or to enforce its contractual rights in Hong Kong, China, or other jurisdictions in which the TAG Business operates. Detecting and preventing any unauthorized use of the TAG Business’s intellectual property is difficult and costly, and the steps the TAG Business has taken may be inadequate to prevent infringement or misappropriation of its intellectual property. If the TAG Business resorts to litigation to enforce or protect its intellectual property rights, such litigation could result in substantial costs and a diversion of its managerial and financial resources. There can be no assurance that the TAG Business will prevail in such litigation. In addition, the TAG Business’s trade secrets may be leaked or otherwise become available to, or be independently discovered by, its competitors, and, in that case, the TAG Business would have no right to prevent others’ use of them.
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The TAG Business may be subject to intellectual property infringement claims, which may be expensive to defend and may disrupt its business and operations.
There can be no certainty that the operations or any aspects of the TAG Business do not or would not infringe upon or otherwise violate patents, copyrights, trademarks, or other intellectual property rights held by third parties. The TAG Business may be subject to penalties, legal proceedings, and claims relating to the intellectual property rights of others. In addition, there may be other third-party intellectual property that is infringed by the TAG Business’s solutions, services, or other aspects of its business. There could also be intellectual properties that the TAG Business is not aware of that the TAG Business’s solutions or services may inadvertently infringe. To the extent that the TAG Business seeks to register any new intellectual property, there can be no assurance that such applications will be approved, that any issued intellectual property rights would adequately protect the TAG Business’s intellectual property, or that such intellectual properties would not be challenged by third parties or found by competent authority to be invalid or unenforceable.
There can be no assurance that holders of patents purportedly relating to some aspect of the TAG Business’s technology platform or business, if any such holders exist, would not seek to enforce these patents against the TAG Business in Hong Kong, China, or any other jurisdictions. Furthermore, the application and interpretation of PRC patent laws and the procedures and standards for granting patents in the PRC are still evolving and are uncertain, and there can be no assurance that PRC courts or regulatory authorities would agree with the TAG Business’s analysis. If the TAG Business is found to have violated the intellectual property rights of others, it may be subject to liability for its infringement activities or may be prohibited from using such intellectual property, and it may incur licensing fees or be forced to develop alternatives of its own. In addition, the TAG Business may incur significant expenses, and may be forced to divert management’s time and other resources from its business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against the TAG Business may result in significant monetary liabilities and may materially disrupt its business and operations by restricting or prohibiting its use of the intellectual property in question, which may materially and adversely affect its business, financial condition, and results of operations.
Additionally, registering, managing, and enforcing intellectual property rights in the PRC is often difficult. Statutory laws and regulations may not be applied consistently due to the lack of clear interpretation guidance.
Certain members of the TAG Business’s group have registered for certain trademarks in Hong Kong, China, and Taiwan. See “Information about the TAG Business — Intellectual Property.” However, third parties may file applications to register the same or similar trademarks. In addition, third parties may object its registrations, and the relevant trademark authority may not rule in the TAG Business’s favor in such disputes. If the TAG Business’s trademarks are revoked or otherwise canceled, the TAG Business may be prohibited from using those trademarks in its business operations, and the TAG Business may need to change certain of its products logos, which may have an adverse effect on its business and operations.
OPH, Fintech, and certain of their subsidiaries are party to a number of related party transactions, which may result in interdependence or potential conflicts of interest.
In the ordinary course of their business, members of the TAG Business’s group have transactions with related parties. Related parties may be individuals (being members of key management personnel and/or their close family members) or other entities and include entities which are under the significant influence of related parties of the TAG Business’s group, including the Legacy Group. These agreements and other related party transactions are described in greater detail in “Certain Transactions and Related Party Transactions — Certain Transactions of the TAG Business” and the Notes to the Financial Statements of the TAG Business. Such interdependence may mean that any material adverse changes in the operations or financial condition of related parties could adversely affect the TAG Business’s results of operations. AGBA and the TAG Business expect that, following the Business Combination, the Post-Combination Company will continue to enter into transactions with related parties.
While the TAG Business employs strong corporate governance provisions and related party transaction policies that require such transaction to be conducted on an arm’s length basis, there can be no assurance that relevant government regulators will make the same conclusion with respect to such transactions. Further, there can be no assurance that such related party transactions, if questioned, will not have an adverse effect on the TAG Business’s business or results of operations.
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The TAG Business operates in a variety of heavily regulated industries in Hong Kong and globally, which expose its business activities to risks of noncompliance with an increasing body of complex laws and regulations.
Due to the heavily regulated nature of the industries in which OPH, Fintech, and their subsidiaries operate, primarily the insurance, MPF, asset management industries, and money lending industries, the TAG Business and certain of its subsidiaries are required to comply with a wide array of Hong Kong laws and regulations that regulate, among other things, the manner in which they conducts their businesses, which of the TAG Business’s operating entities can provide certain services, and the fees that they may charge. Governmental authorities and various Hong Kong agencies, including, among others, the Insurance Authority, the Mandatory Provident Fund Authority, the Securities and Futures Commission, and the Inland Revenue Department, have broad oversight and supervisory authority over the TAG Business. For additional information on these regulations, see the section of this prospectus titled “Regulation.”
Because of the financial services that the TAG Business offers, each of OPH, Fintech, and their subsidiaries that engages in the relevant service must be licensed in Hong Kong as well as all relevant jurisdictions that require licensure and must comply with each such jurisdiction’s respective laws and regulations, as well as with judicial and administrative decisions applicable to it. Presently subsidiaries of the TAG Business in Hong Kong maintain Insurance Broker Licenses, SFC Licenses, and Money Lenders Licenses, in addition to their business registrations with the Hong Kong Companies Registry. In addition, these companies are currently subject to a variety of, and may in the future become subject to additional, laws that are continuously evolving and developing, including laws on advertising, as well as privacy laws. See “Regulation” for additional information.
These licensing requirements and other regulations directly impact the TAG Business’s business and require ongoing compliance, monitoring, and internal and external audits as they continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws, for instance, could impact how the TAG Business processes personal information, and therefore limit the effectiveness of its products or services or its ability to operate or expand its business, including limiting strategic partnerships that may involve the sharing of personal information. See “— Failure to comply with existing or future laws and regulations related to data protection or data security could lead to liabilities, administrative penalties or other regulatory actions, which could negatively affect the TAG Business’s operating results, business, and prospects.”
Both the scope of the laws and regulations and the intensity of the supervision to which the TAG Business is subject have increased over time, in response to financial crises as well as other factors such as technological and market changes. Regulatory enforcement and fines have also increased across the financial services sector in Hong Kong, China, and the other markets where the TAG Business operates. The management of the TAG Business expects that its business will remain subject to extensive regulation and supervision. These regulatory changes could result in an increase in the TAG Business’s regulatory compliance burden and associated costs and place restrictions on its operations. The TAG Business’s failure to comply with applicable licensing requirements and relevant laws and regulations could lead to, among other things:
• loss of its licenses and approvals to engage in its businesses;
• damage to its reputation in the industry;
• governmental investigations and enforcement actions;
• administrative fines and penalties and litigation;
• civil and criminal liability, including class action lawsuits;
• increased costs of doing business;
• diminished ability to sell financial products;
• inability to raise capital; and
• inability to execute on its business strategy, including its growth plans.
As applicable licensing requirements and laws evolve, it may be more difficult for the management of the TAG Business to identify these developments comprehensively, to interpret changes accurately, and to train the TAG Business’s employees effectively with respect to these laws and regulations. These difficulties potentially increase the TAG Business’s exposure
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to the risks of noncompliance with these licensing requirements, laws, and regulations, which could be detrimental to its business. In addition, a failure to adequately vet and supervise the TAG Business’s clients, service providers and vendors, to the extent they are covered by such licensing requirements, laws, and regulations, may also have these negative results.
To resolve issues raised in examinations or other governmental actions, the TAG Business or certain of its subsidiaries may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to it. The management of the TAG Business expects to continue to incur costs to comply with governmental regulations. In addition, certain legislative actions and judicial decisions can give rise to the initiation of lawsuits against the TAG Business for activities that it has conducted in the past. The TAG Business has been, and its management expects it to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to its compliance with applicable laws and regulations.
Although the TAG Business has systems and procedures directed to comply with these legal and regulatory requirements, there can be no assurance that more restrictive laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive manner, which could render its current business practices non-compliant or which could make compliance more difficult or expensive. Any of these, or other, changes in laws or regulations could have a detrimental effect on the TAG Business and its results of operations.
The TAG Business is subject to evolving regulatory requirements, and failure to comply with these regulations or to adapt to regulatory changes could materially and adversely affect its operations, business, and prospects.
Many aspects of the TAG Business, including brokerage and technology services to individual investors, banks, and insurance companies, insurance loss adjustment services, online publication services relating to financial product information, facilitating consumer lending products for banks and online small loan companies, managing and distributing various asset management products, and electronic certification services are subject to supervision and regulation by various governmental authorities in Hong Kong or in other jurisdictions where the TAG Business operates. As the TAG Business continues to expand its solutions and product offerings, the group may be subject to new and more complex regulatory requirements.
The TAG Business is also required to comply with applicable laws and regulations in relevant jurisdictions to protect the privacy and security of its customers’ information. Legal and regulatory restrictions may delay, or possibly prevent, some of the TAG Business’s solutions or services from being offered, which may have a material adverse effect on its business, financial condition, and results of operations. Violation of laws and regulations may also result in severe penalties, confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.
For example, the regulatory framework governing financial technology services is unclear and evolving. New laws or regulations may be promulgated, which could impose new requirements or prohibitions that render the TAG Business’s current operations or technologies non-compliant. In addition, due to uncertainties and complexities of the regulatory environment, it cannot be assured that regulators will interpret laws and regulations the same way as the TAG Business does, or that the TAG Business will always be in full compliance with applicable laws and regulations. To remedy any violations, the TAG Business may be required to modify its business models, solutions, and technologies in ways that render its solutions less appealing to potential customers. The TAG Business may also become subject to fines or other penalties, or, if the TAG Business determines that the requirements to operate in compliance are overly burdensome, it may elect to terminate potentially non-compliant operations. In each such case, the TAG Business’s business, financial condition and results of operations may be materially and adversely affected.
The TAG Business may be adversely affected by the complexity, uncertainties, and changes in regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses, or permits applicable to the TAG Business’s business may have a material adverse effect on its business and results of operations.
The Hong Kong government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.
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The interpretation and application of existing Hong Kong laws, regulations and policies, and possible new laws, regulations, or policies, including those relating to the internet industry, have created substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of the TAG Business. There can be no assurance that the TAG Business has obtained all the permits or licenses required for conducting its business or that it will be able to maintain or update its existing licenses or obtain new ones. If a government authority considers that the TAG Business was operating without the proper approvals, licenses, or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of its business, it may levy fines, confiscate the TAG Business’s income, revoke its business licenses, and/or require the TAG Business to discontinue its relevant business or impose restrictions on the affected portion of its business. Any of these actions may have a material adverse effect on the TAG Business’s business and results of operations.
Uncertainties in the interpretation and enforcement of Hong Kong laws and regulations could limit the legal protections available to the TAG Business and its investors.</