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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

August 30, 2023

Date of Report (Date of earliest event reported)

AGBA GROUP HOLDING LIMITED

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands |  | 001-38909 |  | N/A
(State or other jurisdiction of incorporation) |  | (Commission File Number) |  | (I.R.S. Employer Identification No.)

AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR |  | N/A
(Address of Principal Executive Offices) |  | (Zip Code)

Registrant’s telephone number, including area code: +852 3601 8363

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act

☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Ordinary Shares, $0.001 par value |  | AGBA |  | NASDAQ Capital Market
Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share |  | AGBAW |  | NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On August 30, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) issued a press release and published an updated investor presentation in order to revise certain financial projections and the valuation presentation that were originally published on April 14, 2023. The materials attached as Exhibits 99.1, 99.2, and 99.3 are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. |  | Description
99.1 |  | Investor Presentation dated August 30, 2023
99.2 |  | AGBA Review of Comparable Companies dated August 30, 2023
99.3 |  | Press release dated August 30, 2023
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| AGBA GROUP HOLDING LIMITED
| By: | /s/ Shu Pei Huang, Desmond
|  | Name: | Shu Pei Huang, Desmond
|  | Title: | Acting Group Chief Financial Officer
Dated: August 30, 2023 |  |  |

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