Form 8-K - Current report

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 11, 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 2.02 Results of Operations and Financial Condition.

On August 11, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) issued a press release and an investor presentation regarding financial results for the first quarter ended June 30, 2023. A copy of the press release and the investor presentation is attached to this Current Report as Exhibit 99.1 and 99.2, respectively, and the information in Exhibit 99.1 and 99.2 is incorporated herein by reference.

The information in Item 2.02, Exhibit 99.1, and Exhibit 99.2 in this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Description

99.1		Press release dated August 11, 2023
99.2		Investor Presentation dated August 11, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 11, 2023

Exhibit 99.1

[ For Immediate Release ]

11 August 2023

AGBA Group Delivers Q2 Results, Driving Continued Robust Revenue Growth Against Slow Economic Recovery

●

Revenue for Q2 2023 of USD$17m, strong growth of 325% from last year

●

Expansion into new geographies and evolution of product offering

HONG KONG, Aug. 11, 2023 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited (“AGBA”, “The Group”), the leading one-stop financial supermarket in Hong Kong, today published its financial results for the second quarter of 2023.

Wing-Fai Ng, Group President, AGBA Group Holding Limited said, “AGBA is squarely on a strong growth path. Our robust revenue growth demonstrates the effectiveness of our strategic initiatives and the dedication of our team. We continue to capitalize on growth opportunities in our core Hong Kong market as we respond to the macro challenges in the first half by aggressively managing our cost base. We expect a economic recovery in Hong Kong and Mainland China to continue. New strategic partnerships and expansion into new markets will further help us accelerate our growth trajectory.”

He added, “We understand there is a lot of noise in relations to the economic recovery and geopolitical sensitivity of China, all of us at AGBA continue to work hard to execute and deliver for our shareholders and our customers. We remain very optimistic for the outlook of the second half of the year.”

Financial Highlights

Revenue for the second quarter reached US$17 million, marking a significant increase of 57% growth compared to the first quarter of the year and 325% compared to Q2-to-Q2. This increase in revenue demonstrates AGBA’s strong position in the Greater Bay Area market in Southern China and the execution of its ongoing business strategies.

Outlook

AGBA Group remains focused on its long-term growth strategy and is confident in its ability to capitalize on market opportunities within the Greater Bay Area and in other target geographies. The Group’s focus is to continue making all its infrastructure and technology ‘universal’ and adaptable to different markets.

For a detailed analysis of our Q2 2023 financial results and future outlook, please refer to the accompanying investor presentation available on our website at www.agba.com/ir

# # #

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; the outcome of any legal proceedings that may be instituted against us following the consummation of the business combination; expectations regarding our strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in Hong Kong and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC, the length and severity of the recent coronavirus outbreak, including its impacts across our business and operations. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

About AGBA Group:

Established in 1993, AGBA Group Holding Limited (NASDAQ: “AGBA”) is a leading one-stop financial supermarket based in Hong Kong offering the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs. Trusted by over 400,000 individual and corporate customers, the Group is organized into four market-leading businesses: Platform Business, Distribution Business, Healthcare Business, and Fintech Business.

For more information about AGBA, please visit www.agba.com

Media and Investor Relations Contact:

Media:

Kate Siu

media@agba.com

+852 3601 3699

Investor Relations:

Bethany Lai

ir@agba.com

+852 5529 4500

Social Media Channels:

agbagroup

LinkedIn | Twitter | Instagram | Facebook | YouTube

Exhibit 99.2

#1 Wealth and Health Group in Greater Bay Area, China INVESTOR PRESENTATION Q2 2023 Financial Results August 2023

2 Disclaimer and Confidentiality About This Presentation In this presentation, the “Group”, “we”, “us” and “our” mean AGBA Group Holding Limited (the “Group” or “AGBA”) and its subsidiaries . All amounts are in U . S . dollars unless otherwise indicated . The information contained herein does not purport to contain all of the information about the Group or AGBA . AGBA or its respective affiliates or representatives does not make any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation . Forward Looking Statements This presentation contains forward - looking statements with respect to the Group . These forward - looking statements, by their nature, require the Group to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward - looking statements, including without limitation the successful and timely completion and the commercialization of the products referred to herein . Forward - looking statements are not guarantees of performance . These forward - looking statements, including financial outlooks and strategies or deliverables stated herein, may involve, but are not limited to, comments with respect to the Group’s business or financial objectives, its strategies or future actions, its projections, targets, expectations for financial condition or outlook for operations . Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and conditional, are intended to identify forward - looking statements . Information contained in forward - looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances . These assumptions are considered to be reasonable based on currently available information, but the reader is cautioned that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Group and its business . The forward - looking information set forth herein reflects expectations as of the date hereof and is subject to change thereafter . The Group disclaims any intention or obligation to update or revise any forward - looking statements, whether as a result of new information, future events or otherwise . Undue reliance should not be placed on forward - looking statements . The forward - looking statements contained in this presentation are expressly qualified by this cautionary statement . This presentation is not intended to form the basis of any investment decision and there can be no assurance that any transaction will be undertaken or completed in whole or in part . The delivery of this presentation shall not be taken as any form of commitment on the part of the Group or its shareholders to proceed with any transaction, and no offers will subject the Group or its shareholders to any contractual obligations before definitive documentation has been executed . This presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of AGBA, the Group, or any of their respective affiliates . This presentation includes certain financial measures not presented in accordance with GAAP including, but not limited to, Adjusted EBITDA . These non - GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Group’s financial results . Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP . You should be aware that the Group’s presentation of these measures may not be comparable to similarly - titled measures used by other companies . The Group believes these non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Group’s financial condition and results of operations . The Group believes that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing the Group’s financial measures with other similar companies . These non - GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income items are excluded or included in determining these non - GAAP financial measures . Industry and Market Data In this Presentation, AGBA relies on and refers to certain information and statistics obtained from third - party sources which they believe to be reliable . AGBA has not independently verified the accuracy or completeness of any such third - party information . Some data is also based on the good faith estimates of the Company which are derived from their respective reviews of internal sources as well as the independent sources described above . This Presentation contains preliminary information only, is subject to change at any time and, is not, and should not be assumed to be, complete or to constitute all the information necessary to adequately make an informed decision regarding your engagement with the Company . 2

~1,600 financial advisors ~200,000 customers 1 st Largest Independent Financial Advisor in Hong Kong 3 rd ~800 affiliated clinics ~US$160m projected normalized revenue Operating Track Record 30 Years Major Shareholder Mr. Richard Tsai Workforce 2,600 Products Insurance: 700+ Investment: 1,800+ Product Vendors (100+ in total) Group Largest Healthcare Brand in Hong Kong ~1,200 doctors and specialists ~300,000 corporate and Individual customers (1) Source: various internal and external studies We Are a One - Stop Financial Supermarket…. 3

▪ Revenue Growth – Q2 2023 revenue approximately 3.3x Q2 2022. ▪ HSBC Life Partnership – launch of first - in - market innovative life insurance product. ▪ Macro Challenges – Hong Kong is recovering from lifting of all COVID restrictions in early March, but impacted by global slowdown and PRC faltering recovery. ▪ Investor Engagement – continue to engage and provide extensive information materials. ▪ H2 Outlook – cost saving initiatives starting to bear fruit, continued rebound in demand and revenue. 2023 Q2 Key Highlights 4

U First Half Revenue (US$ in Mn) US$ 28.4 - - - US$ 5.0 US$ 10.0 US$ 15.0 US$ 20.0 US$ 25.0 US$ 30.0 US$ 4.1 US$ 17.4 - - - US$ 5.0 US$ 10.0 US$ 15.0 US$ 20.0 Q2 2022 Q2 2023 Second Quarter Revenue (US$ in Mn) ▪ Continued strong growth compared to last year (Q 2 - to - Q 2 = 325 % , 1 H - to - 1 H = 361 % ) as well as compared to the first quarter of the year (+ 57 % ) . ▪ AGBA is a market leader in the sale of ILAS products (Investment Linked Assurance Scheme, a long - term insurance policy which provides both life insurance protection and investment options), as evidenced by a ground - breaking partnership with HSBC Life, introducing a first - to - market ILAS product in July 2023 . ▪ Continued growth in inbound tourism as well as domestic demand drove growth during the first half of 2023 , which we expect to continue and accelerate in the second half of the year . ▪ Revenue growth coupled with expense control supporting narrowing losses Q - on - Q . +325% Q2 Revenue Growth 5 +361%

Slow - down in HK GDP Growth ▪ After strong bounce in Q1 2023, Hong Kong GDP increased by only 1.5% in real terms in Q2 2023 (compared to Q2 2022). Driven by Global Slowdown ▪ Slow global economic growth and faltering PRC recovery. ▪ Weak external demand continues to drive down Hong Kong exports. Despite Challenges in Hong Kong’s Post - COVID Recovery, AGBA is squarely on a strong growth path 6

Hong Kong recovery is still ongoing, but post - reopening “easy recovery” was short - lived. Inbound tourism and private consumption are major drivers of economic growth for the rest of the year, as retail sales are still below pre - COVID levels. Ongoing recovery driven by improvements in transportation and handling capacity, allowing visitor arrivals to increase further. Additional boosts 2H growth are improving labour market conditions and government measures to support ongoing economic recovery. 2H Rebound is Still Expected 7

Key Initiatives in Q2

Distribute HSBC New ILAS Plan ▪ HSBC Life is the leading life insurer in Hong Kong. ▪ OnePlatform authorized to distribute HSBC Life’s first - in - market new investment - linked insurance plan. ▪ Working with HSBC Life to be the sole independent distributor of their flagship plan demonstrates AGBA’s commitment to providing best value to its customers. ▪ Looking to broaden relationship with HSBC Life in the coming years. Life Insurance: Strategic Partnership with HSBC Life 9 x

We continuously enhance our product selection on our shelf to align with our clients' investment goals . This expansion includes a diverse range of fund choices, encompassing money market instruments, bond funds, equity funds, and more . Asset Management: Launched Eight New SFC Authorized Funds 10

▪ 14 + New general insurance product providers, substantially widening general insurance product range . ▪ Launch of OneGI , a digital sales platform for general insurance products . Comprehensive functionality includes product comparison, straight - through purchase and quotation capabilities, as well advanced management information modules . Technology: New Providers and System Launch 11

We organize a series of seminars and small group training sessions tailored to our distributors and partners . These events provides valuable insights into the latest product innovations and submission procedures, aiming to propel our distributors to new heights of success . Vendor Engagement: Staying in Close Contact with our Distributors and Partners 12

Announcements made during Q 2 2023 emphasize AGBA's continuous commitment to transparency and dedication in providing valuable resources to investors . These materials, including detailed financial reports, management team discussions, and investment thesis, offer essential insights into AGBA's operations and showcase its substantial growth potential . Corporate Governance: Ongoing Comprehensive Disclosures 13

We consistently engage with our investors, customers, and the general public through impactful and highly successful traditional media and social media campaigns. Q2 Investor Engagement Update 14

With our comprehensive marketing and promotion strategies in place, we have not only earned industry - renowned awards but also successfully engaged with the media . We have also cultivated esteemed thought leaders who possess profound expertise in the industry, allowing them to take the lead and shape the market with their invaluable insights . Q2 Marketing and Promotion Update 15

▪ As a listed company, we are devoted to giving back to the community, actively participating in a range of Environmental, Social, and Governance (ESG) and Corporate Social Responsibility (CSR) activities to create a positive impact and contribute to society . Activities such as WWF Flag Day, World Health Day, Gift Pack Donation, Earth Hour etc . ▪ Our commitment extends to the well - being of our employees . AGBA has once again received recognition from Happy Company, receiving their prestigious award for the fourth consecutive year! Q2 Corporate Social and Responsibility Update 16

Outlook for 2023

Forward - Looking Plans #1 Focus: Execution 1. Continue to participate in Hong Kong rebound, especially during 2H 2023 and beyond. 2. Continue implementing cost saving initiatives. 3. Further integrate our Wealth and Health businesses. 4. Expand further into Greater Bay Area and S.E. Asia. 5. Make strategic investments / acquisitions in FinTech and distribution. 18

THANK YOU For further information, please visit www.agba.com/ir agbagroup Investor Relation Enquires: ir@agba.com +852 5529 4500

Q2 Breakdown by Core Business Total Healthcare Business FinTech Business Platform Business Distribution Business US$ 17,370,933 - - - - - - US$ 1,365,325 US$ 16,005,608 Q2 2023 Revenue US$ 4,089,672 - - - - - - US$ 1,715,774 US$ 2,373,898 Q2 2022 Revenue 325% - - - - - - (20)% 574% Change % - Vs Last Year Revenue 1H 2023 US$ 25,693,427 US$ 2,751,186 - - - - - - US$ 28,444,613 Revenue US$ 2,553,829 US$ 3,612,166 - - - - - - US$ 6,165,995 1H 2022 Revenue 20 361% - - - - - - (24)% 906% Change % - Vs Last Year Revenue 57% - - - - - - (1)% 65% Change % - Q - to - Q Revenue

Current Enterprise Value - Update Enterprise Value / Revenue multiple of 0.5x based on Company estimate of full year 2023 revenue. 21

Cover	Aug. 11, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 11, 2023
Entity File Number	001-38909
Entity Registrant Name	AGBA GROUP HOLDING LIMITED
Entity Central Index Key	0001769624
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	AGBA Tower
Entity Address, Address Line Two	68 Johnston Road
Entity Address, City or Town	Wan Chai
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	852
Local Phone Number	3601 8363
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Ordinary Shares, $0.001 par value
Title of 12(b) Security	Ordinary Shares, $0.001 par value
Trading Symbol	AGBA
Security Exchange Name	NASDAQ
Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share
Title of 12(b) Security	Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share
Trading Symbol	AGBAW
Security Exchange Name	NASDAQ