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Nature of Business and Basis of Presentation

12 Months Ended

Dec. 31, 2023

Nature of Business and Basis of Presentation [Abstract]

NATURE OF BUSINESS AND BASIS OF PRESENTATION

NOTE 1 — NATURE OF BUSINESS AND BASIS OF PRESENTATION

AGBA Group Holding Limited (“AGBA” or the “Company”) was incorporated on October 8, 2018 in British Virgin Islands.

The Company, through its subsidiaries, is operating a wealth and health platform, offering a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, lending, and real estate in overseas. AGBA is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing.

On November 14, 2022 (“Closing Date”), AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (“TAG”) completed the business combination transaction and AGBA became the 100% beneficial owner of all of the issued and outstanding shares and other equity interest of TAG International Limited and TAG Asia Capital Holdings Limited. The transaction was accounted for as a “reverse recapitalization” and AGBA was treated as the “acquired” company for accounting purposes (see Note 5).

The accompanying consolidated financial statements are presented in United States dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

The accompanying consolidated financial statements reflect the activities of AGBA and each of the subsidiaries as of December 31, 2023 and 2022:

Name			Background		Ownership
TAG International Limited (“TIL”)		● ● ● ●	British Virgin Islands company Incorporated on October 25, 2021 Issued and outstanding 1 ordinary share at $1 par value Investment holding		100% owned by AGBA
TAG Asset Partners Limited (“TAP”)		● ● ● ●	British Virgin Islands company Incorporated on October 25, 2021 Issued and outstanding 1 ordinary share at $1 par value Investment holding		100% owned by TIL
OnePlatform International Limited (“OIL”)		● ● ● ●	Hong Kong company Incorporated on November 2, 2021 Issued and outstanding 100 ordinary shares for HK$100 ($13) Investment holding		100% owned by TAP
TAG Asia Capital Holdings Limited (“TAC”)		● ● ● ●	British Virgin Islands company Incorporated on October 26, 2015 Issued and outstanding 50,000 ordinary shares at $1 par value Investment holding		100% owned by AGBA

OnePlatform Wealth Management Limited (“OWM”)		● ● ● ●	Hong Kong company Incorporated on February 5, 2003 Issued and outstanding 240,764,705 ordinary shares for HK$120,851,790 ($15,493,819) Provision of insurance and mandatory provident fund schemes brokerage services		99.89% owned by OIL
OnePlatform International Property Limited (“OIP”)		● ● ● ●	Hong Kong company Incorporated on May 21, 2014 Issued and outstanding 30,001,200 ordinary shares for HK$30,001,200 ($3,846,308) Provision of overseas real estate brokerage services		100% owned by OIL
OnePlatform Asset Management Limited (“OAM”)		● ● ● ● ●	Hong Kong company Incorporated on November 24, 1999 Issued and outstanding 264,160,000 ordinary shares for HK$272,000,000 ($34,871,795) Licensed by the Securities and Futures Commission of Hong Kong Provision of investment advisory, funds dealing, introducing broker, and asset management services		100% owned by OIL
Kerberos (Nominee) Limited (“KNL”)		● ● ● ●	Hong Kong company Incorporated on April 20, 2007 Issued and outstanding 1 ordinary share for HK$1 Provision of escrow services		100% owned by OAM
Maxthree Limited (“Maxthree”)		● ● ● ●	British Virgin Islands company Incorporated on April 12, 2006 Issued and outstanding 1 ordinary share at $1 par value Investment holding		100% owned by OIL
OnePlatform Credit Limited (“OCL”)		● ● ● ● ●	Hong Kong company Incorporated on August 6, 1982 Issued and outstanding 169,107,379 ordinary shares for HK$169,107,379 ($21,680,433) Registered under the Hong Kong Money Lenders Ordinance Provision of money lending services		100% owned by Maxthree
Hong Kong Credit Corporation Limited (“HKCC”)		● ● ● ● ●	Hong Kong company Incorporated on March 16, 1982 Issued and outstanding 139,007,381 ordinary shares for HK$139,007,381 ($17,821,459) Registered under the Hong Kong Money Lenders Ordinance Provision of money lending services		100% owned by OCL

Trendy Reach Holdings Limited (“TRHL”)		● ● ● ●	British Virgin Islands company Incorporated on October 5, 2015 Issued and outstanding 1 ordinary share at HK$1 Investment holding		100% owned by Maxthree
Profit Vision Limited (“PVL”)		● ● ● ●	Hong Kong company Incorporated on October 9, 2015 Issued and outstanding 1 ordinary share for HK$1 Property investment holding		100% owned by TRHL
TAG Technologies Limited (“TAGTL”)		● ● ● ●	British Virgin Islands company Incorporated on October 23, 2015 Issued and outstanding 1 ordinary share at $1 par value Investment in financial technology business		100% owned by TAC
AGBA Group Limited (“AGL”)		● ● ● ●	Hong Kong company Incorporated on November 28, 2019 Issued and outstanding 10,000 ordinary shares for HK$10,000 ($1,282) Operating as cost center for the Company		100% owned by TAGTL
Tandem Fintech Limited (“TFL”)		● ● ● ●	Hong Kong company Incorporated on October 6, 2017 Issued and outstanding 9,000,000 ordinary shares for HK$9,000,000 ($1,153,846) Operating an online insurance comparison platform		100% owned by TAC
AGBA Innovation Limited (“AGBA Innovation”)		● ● ● ●	Hong Kong company Incorporated on February 26, 2016 Issued and outstanding 1 ordinary share for HK$1 No operations since inception		100% owned by OIL
FinLiving Limited (“FLL”)		● ● ● ●	Hong Kong company Incorporated on September 14, 2021 Issued and outstanding 100 ordinary shares for HK$100 ($13) No operations since inception		100% owned by AGBA Innovation

AGBA and its subsidiaries are hereinafter referred to as the “Company”.

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- Definition

The entire disclosure for the business description and basis of presentation concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).

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