10-Q 1 ea0205526-10q_agba.htm QUARTERLY REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2024

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                   to                  

 

Commission File No. 001-38909

 

AGBA GROUP HOLDING LIMITED
(Exact name of registrant as specified in its charter)

 

British Virgin Islands   N/A
(State or other jurisdiction of
incorporation or organization)
  (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)

 

+852 3601 8000
(Registrant’s telephone number, including area code)

 

 

 
(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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
Non-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 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No 

 

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   AGBA   NASDAQ Capital Market
Warrants   AGBAW   NASDAQ Capital Market

 

As of May 15, 2024, there were 81,740,557 ordinary shares, par value $0.001 per share, issued and outstanding.

 

 

 

 

 

 

AGBA GROUP HOLDING LIMITED

 

Quarterly Report on Form 10-Q

 

TABLE OF CONTENTS

 

    Page
     
PART I – FINANCIAL INFORMATION 1
     
Item 1. Financial Statements  
     
  Unaudited Condensed Consolidated Balance Sheets 1
     
  Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss 2
     
  Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity 3
     
  Unaudited Condensed Consolidated Statements of Cash Flows 4
     
  Notes to Unaudited Condensed Consolidated Financial Statements 5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 46
     
Item 4. Control and Procedures 46
     
PART II – OTHER INFORMATION 47
     
Item 1. Legal Proceedings 47
     
Item 1A. Risk Factors 47
     
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities 47
     
Item 3. Defaults Upon Senior Securities 48
     
Item 4. Mine Safety Disclosures 48
     
Item 5. Other Information 48
     
Item 6. Exhibits 48
     
SIGNATURES 49

 

i

 

 

PART I – FINANCIAL INFORMATION

 

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   As of 
   March 31,
2024
   December 31,
2023
 
       (Audited) 
ASSETS        
Current assets:        
Cash and cash equivalents  $2,139,074   $1,861,223 
Restricted cash   15,588,916    16,816,842 
Accounts receivable, net   1,749,981    2,970,636 
Accounts receivable, net, related parties   892,394    1,094,225 
Loans receivable, net   548,061    549,461 
Notes receivable, net   412,360    557,003 
Deposit, prepayments, and other receivables   1,776,069    1,769,582 
Total current assets   23,106,855    25,618,972 
           
Non-current assets:          
Rental deposit, net   964,678    961,253 
Loans receivable, net   1,073,444    1,054,841 
Property and equipment, net   1,694,870    1,721,284 
Right-of-use asset, net   11,027,961    11,508,153 
Long-term investments, net   22,728,139    25,201,933 
Long-term investments, net, related party   521,454    522,531 
Total non-current assets   38,010,546    40,969,995 
           
TOTAL ASSETS  $61,117,401   $66,588,967 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Accounts payable and accrued liabilities  $17,896,780   $19,754,041 
Escrow liabilities   15,588,916    16,816,842 
Borrowings   1,790,921    1,804,950 
Borrowings, related party   5,000,000    5,000,000 
Amounts due to the holding company   6,406,706    2,906,261 
Income tax payable   138,554    328,720 
Lease liabilities   1,246,496    1,229,329 
Total current liabilities   48,068,373    47,840,143 
           
Long-term liabilities:          
Lease liabilities   10,304,995    10,646,053 
Total long-term liabilities   10,304,995    10,646,053 
           
TOTAL LIABILITIES   58,373,368    58,486,196 
          
Commitments and contingencies (Note 18)   
    
 
           
Shareholders’ equity:          
Ordinary shares, $0.001 par value; 200,000,000 shares authorized, 74,391,357 and 68,661,998 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively   74,391    68,662 
Ordinary shares to be issued   5,320    4,854 
Additional paid-in capital   76,607,535    74,103,494 
Accumulated other comprehensive loss   (281,827)   (473,087)
Accumulated deficit   (73,661,386)   (65,601,152)
Total shareholders’ equity   2,744,033    8,102,771 
           
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $61,117,401   $66,588,967 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

1

 

 

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

   Three months ended March 31, 
   2024   2023 
Revenues:        
Interest income:        
Loans  $41,317   $38,158 
Total interest income   41,317    38,158 
Non-interest income:          
Commissions   6,722,758    10,015,627 
Recurring asset management service fees   650,086    780,962 
Recurring asset management service fees, related party   242,130    238,933 
Total non-interest income   7,614,974    11,035,522 
Total revenues   7,656,291    11,073,680 
           
Operating expenses:          
Interest expense   (207,222)   (165,096)
Commission expense   (4,446,242)   (7,295,492)
Sales and marketing expense   (482,874)   (1,856,903)
Research and development expense   (458,338)   (878,986)
Personnel and benefit expense   (6,058,989)   (9,605,190)
Legal and professional fee   (875,111)   (3,395,440)
Allowance for expected credit losses   (991,338)    
Other general and administrative expenses   (1,998,044)   (2,460,381)
Total operating expenses   (15,518,158)   (25,657,488)
           
Loss from operations   (7,861,867)   (14,583,808)
           
Other income (expense):          
Interest income   12,597    170,526 
Foreign exchange (loss) gain, net   (227,341)   556,311 
Investment (loss) income, net   (37,356)   1,723,064 
Change in fair value of warrant liabilities   
    680 
Change in fair value of forward share purchase liability   
    (82,182)
Rental income   14,066    59,507 
Sundry income   77,188    56,644 
Total other (expense) income, net   (160,846)   2,484,550 
           
Loss before income taxes   (8,022,713)   (12,099,258)
           
Income tax (expense) benefit   (37,521)   26,648 
           
NET LOSS  $(8,060,234)  $(12,072,610)
           
Other comprehensive income (loss):          
Foreign currency translation adjustment   191,260    (133,204)
           
COMPREHENSIVE LOSS  $(7,868,974)  $(12,205,814)
           
Weighted average number of ordinary shares outstanding – basic and diluted
   70,111,578    60,670,198 
           
Net loss per ordinary share – basic and diluted
  $(0.11)  $(0.20)

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

2

 

 

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Currency expressed in United States Dollars (“US$”), except for number of shares)

 

      For the three months ended March 31, 2024 
      Ordinary shares   Ordinary shares to be issued   Additional    Accumulated other comprehensive       Total  
   Note  No. of
shares
   Amount   No. of
shares
   Amount   paid-in
capital
  

(loss)

income

   Accumulated
deficit
   shareholders’
equity
 
                                    
Balance as of January 1, 2024       68,661,998   $68,662    4,854,284   $4,854   $74,103,494   $(473,087)  $(65,601,152)  $8,102,771 
                                             
Issuance of ordinary shares to management team   12(v)   435,484    435    (435,484)   (435)   
    
    
    
 
Issuance of ordinary shares to settle finder fee   12(ii)   1,000,000    1,000    
    
    402,000              403,000 
Share-based compensation   12(i), (iii), (iv), (vi)   4,293,875    4,294    900,899    901    2,102,041    
    
    2,107,236 
Foreign currency translation adjustment           
        
    
    191,260    
    191,260 
Net loss for the period           
        
    
    
    (8,060,234)   (8,060,234)
                                             
Balance as of March 31, 2024       74,391,357   $74,391    5,319,699   $5,320   $76,607,535   $(281,827)  $(73,661,386)   2,744,033 

 

   For the three months ended March 31, 2023 
   Ordinary shares   Ordinary shares to be issued   Additional   Accumulated other       Total 
   No. of
shares
   Amount   No. of
shares
   Amount   paid-in
capital
   comprehensive
loss
   Accumulated
deficit
   shareholders’
equity
 
                                 
Balance as of January 1, 2023   58,376,985   $58,377    1,665,000   $1,665   $43,870,308   $(384,938)  $(16,395,133)  $27,150,279 
                                         
Issuance of ordinary shares to settle finder fee   2,173,913    2,174    
    
    3,997,826    
    
    4,000,000 
Share-based compensation   1,200,000    1,200    
    
    3,905,400    
    
    3,906,600 
Forgiveness of amount due to the holding company       
        
    3,000,000    
    
    3,000,000 
Foreign currency translation adjustment   
    
        
    
    (133,204)   
    (133,204)
Net loss for the period       
        
    
    
    (12,072,610)   (12,072,610)
                                         
Balance as of March 31, 2023   61,750,898   $61,751    1,665,000   $1,665   $54,773,534   $(518,142)  $(28,467,743)   25,851,065 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

3

 

 

AGBA GROUP HOLDING LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

 

   For the three months ended
March 31,
 
   2024   2023 
Cash flows from operating activities:        
Net loss  $(8,060,234)  $(12,072,610)
Adjustments to reconcile net loss to net cash used in operating activities          
Share-based compensation expense   1,748,281    3,906,600 
Non-cash lease expense   641,952    
 
Depreciation of property and equipment   22,878    101,172 
Interest income on notes receivable   (11,454)   
 
Interest expense on borrowings   207,222    
 
Foreign exchange (gain) loss, net   227,341    (556,311)
Investment loss (income), net   37,356    (1,723,064)
Gain on disposal of property and equipment   (15,345)   
 
Allowance for expected credit losses   991,338    
 
Change in fair value of warrant liabilities   
    (680)
Change in fair value of forward share purchase liability   
    82,182 
           
Change in operating assets and liabilities:          
Accounts receivable   1,180,031    (468,190)
Loans receivable   (17,203)   9,721 
Deposits, prepayments, and other receivables   (244,813)   (515,863)
Accounts payable and accrued liabilities   (1,661,484)   1,227,534 
Escrow liabilities   (1,227,926)   (24,067)
Lease liabilities   (484,808)   
 
Income tax payable   (190,166)   (163,287)
           
Net cash used in operating activities   (6,857,034)   (10,196,863)
           
Cash flows from investing activities:          
Proceeds from sale of long-term investments   2,152,251    3,969,764 
Purchase of convertible note receivable   
    (589,086)
Dividend received from long-term investments   
    608,714 
Proceeds from disposal of property and equipment   15,345    
 
           
Net cash provided by investing activities   2,167,596    3,989,392 
           
Cash flows from financing activities:          
Advances from the holding company   3,500,445    1,684,101 
Proceeds from borrowings   
    1,783,521 
           
Net cash provided by financing activities   3,500,445    3,467,622 
           
Effect on exchange rate change on cash, cash equivalents and restricted cash   238,918    81,849 
           
Net change in cash, cash equivalent and restricted cash   (950,075)   (2,658,000)
           
BEGINNING OF PERIOD   18,678,065    51,294,072 
           
END OF PERIOD  $17,727,990   $48,636,072 
           
SUPPLEMENTAL CASH FLOW INFORMATION:          
Cash paid for income taxes  $227,112   $128,816 
Cash received from interest  $1,143   $170,526 
Cash paid for interest  $65,270   $165,096 
           
SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING ACTIVITIES          
Issuance of ordinary shares to settle payables  $403,000   $4,000,000 
Forgiveness of amount due to the holding company  $
   $3,000,000 

 

   As of 
   March 31,
2024
   March 31,
2023
 
Reconciliation to amounts on unaudited condensed consolidated balance sheets:        
Cash and cash equivalents  $2,139,074   $3,653,778 
Restricted cash   15,588,916    44,982,294 
           
Total cash, cash equivalents and restricted cash  $17,727,990   $48,636,072 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4

 

 

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

 

NOTE 1 - NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

AGBA Group Holding Limited (“AGBA” or the “Company”) is 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.

 

The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2023 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024.

 

The unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the three months ended March 31, 2024 and 2023 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

 

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. 

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

These accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

 

Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements include the financial statements of AGBA and its subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany transactions and balances between AGBA and its subsidiaries are eliminated upon consolidation.

 

5

 

 

Use of Estimates and Assumptions

 

The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for expected credit losses, notes receivable, share-based compensation, provision for contingent liabilities, revenue recognition, income tax provision, deferred taxes and uncertain tax position, and allocation of expenses from the holding company.

 

The inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high interest rate environment and other macroeconomic factors on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.

 

Foreign Currency Translation and Transaction

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss.

 

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. In addition, the Company and subsidiaries are operating in Hong Kong maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, 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 loss within the unaudited condensed consolidated statements of changes in shareholders’ equity.

 

Translation of amounts from HK$ into US$ has been made at the following exchange rates for the three months ended March 31, 2024 and 2023:

 

   March 31,
2024
   March 31,
2023
 
Period-end HK$:US$ exchange rate   0.12781    0.12739 
Period average HK$:US$ exchange rate   0.12788    0.12759 

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in Hong Kong and Hong Kong is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. However, management does not believe there is a significant risk of loss.

 

Restricted Cash

 

Restricted cash consists of funds held in escrow accounts reflecting the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive interest of the Company’s customers. The Company currently acts as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio.

 

The Company restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies the assets as current based on their purpose and availability to fulfill its direct obligation under current liabilities.

 

6

 

 

Accounts Receivable, net

 

Accounts receivable, net include trade accounts due from customers in insurance brokerage and asset management businesses, less the allowance for expected credit losses.

 

Accounts receivable, net are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The normal settlement terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon the execution of the insurance policies. Credit terms with the products providers of investment, unit and mutual funds and asset portfolio are mainly 90 days or a credit period mutually agreed between the contracting parties. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the allowance for expected credit losses is adequate, and provides allowance when necessary.

 

The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.

 

Loans Receivable, net

 

Loans receivable, net are related to residential mortgage loan that are carried at unpaid principal and interest balances, less the allowance for expected credit losses on loans receivable and charge-offs.

 

Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).

 

If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally, the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in “Allowance for Expected Credit Losses on Financial Instruments”.

 

Allowance for Expected Credit Losses on Financial Instruments

 

In accordance with ASC Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits and others receivable which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses. Accounts receivable, loans receivable, notes receivable, and deposits and others receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.

 

For the three months ended March 31, 2024 and 2023, the aggregated allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $991,338 and nil, respectively.

 

7

 

 

Long-Term Investments, net

 

The Company invests in equity securities with readily determinable fair values and equity securities that do not have readily determinable fair values.

 

Equity securities with readily determinable fair values are carried at fair value with any unrealized gains or losses reported in earnings.

 

Equity securities that do not have readily determinable fair values mainly consist of investments in privately-held companies. They are accounted for, at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

 

At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

 

Property and Equipment, net

 

Property and equipment, net are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values, if any:

 

    Expected useful life 
Land and building   Shorter of 50 years or lease term 
Furniture, fixtures and equipment   5 years 
Computer equipment   3 years 
Motor vehicle   3 years 

 

Expenditure for repairs and maintenance is expensed as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

 

Impairment of Long-Lived Assets

 

In accordance with the provisions of ASC Topic360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cashflows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment losses were recognized for the three months ended March 31, 2024 and 2023.

 

Borrowings

 

Borrowings are recognized at fair value and repayable in the next twelve months. Interest expense is recognized on a fixed interest rate on the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Warrant Liabilities

 

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

 

8

 

 

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations and comprehensive loss. The Company accounts for its Public Warrants as equity and the Private Warrants as liabilities.

 

Revenue Recognition

 

The Company earns and receives most of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”).

 

ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

 

Step 1: Identify the contract(s) with a customer.

 

Step 2: Identify the performance obligations in the contract.

 

Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.

 

Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

 

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

 

Certain portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows:

 

Commissions

 

The Company earns commissions from the sale of investment products to customers. The Company enters into commission agreements with customers which specify the key terms and conditions of the arrangement. Commissions are separately negotiated for each transaction and generally do not include rights of return, credits or discounts, rebates, price protection or other similar privileges, and typically paid on or shortly after the transaction is completed. Upon the purchase of an investment product, the Company earns a commission from customers, calculated as a fixed percentage of the investment products acquired by its customers. The Company defines the “purchase of an investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the investment products. After the contract is established, there are no significant judgments made when determining the commission price. Therefore, commissions are recorded at point in time when the investment product is purchased.

 

9

 

 

The Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insureds, and is compensated in the form of commissions from the respective insurance providers. The Company primarily facilitates the placement of life, general and MPF insurance products. The Company determines that insurance providers are the customers.

 

The Company primarily earns commission income arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect to such policies. The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company. The commission earned is equal to a percentage of the premium paid to the insurance provider. Commission from renewed policies is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer renews the policy).

 

In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring it. Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through the Company’s licensed insurance brokers to provide agency services. The commissions from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the unaudited condensed consolidated statements of operations and comprehensive loss.

 

The Company also offers the sale solicitation of real estate property to the final customers and is compensated in the form of commissions from the corresponding property developers pursuant to the service contracts. Commission income is recognized at a point of time upon the sale contracts of real estate property is signed and executed.

 

Recurring Asset Management Service Fees

 

The Company provides asset management services to investment funds or investment product providers in exchange for recurring asset management service fees. Recurring asset management service fees are determined based on the types of investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment of the investment products, calculated daily. These customer contracts require the Company to provide investment management services, which represents a performance obligation that the Company satisfies over time. After the contract is established, there are no significant judgments made when determining the transaction price. As the Company provides these services throughout the contract term, for the method of calculating recurring service fees, revenue is calculated on a daily basis over the contract term, quarterly billed and recognized. Recurring service agreements do not include rights of return, credits or discounts, rebates, price protection, performance component or other similar privileges and the circumstances under which the fixed percentage fees, before determined, could be not subject to clawback. Payment of recurring asset management service fees are normally on a regular basis (typically monthly or quarterly).

 

Interest Income

 

The Company offers money lending services from loan origination in form of mortgage and personal loans. Interest income is recognized monthly in accordance with their contractual terms and recorded as interest income in the unaudited condensed consolidated statement of operations and comprehensive loss. The Company does not charge prepayment penalties from its customers. Interest income on mortgage and personal loans is recognized as it accrued using the effective interest method. Accrual of interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes doubtful or the account becomes 180 days delinquent.

 

10

 

 

Disaggregation of Revenue

 

The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments, with the presentation revenue categories presented on the unaudited condensed consolidated statements of operations and comprehensive loss for the periods indicated:

 

   For the three months ended March 31, 2024 
   Distribution Business   Platform Business     
   Insurance
brokerage
service
   Asset
management
service
   Money
lending
service
   Real estate
agency
service
   Total 
                     
Interest income:                    
Loans  $
   $
   $41,317   $
   $41,317 
                          
Non-interest income:                         
Commissions   6,415,020    307,738    
    
    6,722,758 
Recurring asset management service fees   
    892,216    
    
    892,216 
                          
   $6,415,020   $1,199,954   $41,317   $
   $7,656,291 

 

   For the three months ended March 31, 2023 
   Distribution Business   Platform Business     
   Insurance
brokerage
service
   Asset
management
service
   Money
lending
service
   Real estate
agency
service
   Total 
                     
Interest income:                    
Loans  $
   $
   $38,158   $
   $38,158 
                          
Non-interest income:                         
Commissions   9,687,819    323,762    
    4,046    10,015,627 
Recurring asset management service fees   
    1,019,895    
    
    1,019,895 
                          
   $9,687,819   $1,343,657   $38,158   $4,046   $11,073,680 

 

Rental Income

 

Rental income represents monthly rental received from the Company’s tenants. The Company recognizes rental income on a straight-line basis over the lease term in accordance with the lease agreement.

 

Comprehensive Loss

 

ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 

11

 

 

Employee Benefits

 

Full time employees of the Hong Kong subsidiaries participate in a defined contribution Mandatory Provident Fund retirement benefit scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance. Contributions are made by both the employer and the employee at the rate of 5% on the employee’s relevant salary, subject to a salary cap of $3,846 (HK$30,000).

 

Income Taxes

 

Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

For the three months ended March 31, 2024 and 2023, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2024 and December 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.

 

The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

 

Share-Based Compensation

 

The Company accounts for share-based compensation in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation. The Company grants share awards, including ordinary shares and restricted share units, to eligible participants. Share-based compensation expense for share awards is measured at fair value on the grant date. The fair value of restricted stock with either solely a service requirement or with the combination of service and performance requirements is based on the closing fair market value of the ordinary shares on the date of grant.  Share-based compensation expense is recognized over the awards requisite service period. For awards with graded vesting that are subject only to a service condition, the expense is recognized on a straight-line basis over the service period for the entire award.

 

Net Loss Per Share

 

The Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share (“ASC Topic 260”). ASC Topic 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net (loss) income divided by the weighted average ordinary share outstanding for the year. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

Segment Reporting

 

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

 

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The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has the following operating segments:

 

Segments   Scope of Service   Business Activities
         
Distribution Business   Insurance Brokerage Service   Facilitating the placement of insurance, investment, real estate and other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from product providers, including insurance companies, fund houses and other product specialists.
         
Platform Business   - Asset Management Service  

- Providing access to financial products and services to licensed brokers.

 

- Providing operational support for the submission and processing of product applications.

 

- Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.

 

- Providing training resources and materials.

 

- Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services.

         
    - Money Lending Service   - Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers.
         
    - Real Estate Agency Service   - Solicitation of real estate sales for the developers, in exchange for commissions.
         
Fintech Business   Investment Holding   Managing an ensemble of fintech investments.
         
Healthcare Business   Investment Holding   Managing an ensemble of healthcare-related investments.

 

All of the Company’s revenues were generated in Hong Kong for the three months ended March 31, 2024 and 2023 and all of the Company’s non-current assets were located in Hong Kong as of March 31, 2024 and December 31, 2023.

 

Leases

 

The Company follows ASC Topic 842, Leases (“ASC Topic 842”), utilizing the modified retrospective transition method with no adjustments to comparative periods presented. On February 25, 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (ASC Topic 842), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the unaudited condensed consolidated balance sheets and disclosing key information about leasing transactions. ASC Topic 842 requires that lessees recognize right-of-use asset and lease liabilities calculated based on the present value of lease payments for all lease agreements with terms that are greater than twelve months. It requires for leases longer than one year, a lessee to recognize in the statement of financial condition a right-of-use asset, representing the right to use the underlying asset for the lease term, and a lease liability, representing the liability to make lease payments. ASC Topic 842 distinguishes leases as either a finance lease or an operating lease that affects how the leases are measured and presented in the in the unaudited condensed consolidated statements of operations and comprehensive loss and statements of cash flows. ASC Topic 842 supersedes nearly all existing lease accounting guidance under GAAP issued by the FASB including ASC Topic 840, Leases.

 

13

 

 

When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2021 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and (c) initial direct costs. The Company has not entered any lease agreements with lease terms of 12 months or less during the three months ended March 31, 2024 and year ended December 31, 2023. The Company elected not to separate non-lease components from lease components; therefore, it will account for lease component and the non-lease components as a single lease component when there is only one vendor in the lease contract for the office leases. Lease payments are fixed.

 

The accounting update also requires that for operating leases, a lessee recognize interest expense on the lease liability and the amortization of the right-of-use asset as a combined expense. In addition, this accounting update requires expanded disclosures about the nature and terms of lease agreements.

 

Related Parties

 

The Company follows ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

 

Pursuant to ASC 850, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows ASC Topic 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

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If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Fair Value Measurement

 

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

 

Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

 

Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

 

Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

 

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable, notes receivable, deposits, prepayments and other receivables, amount due to the holding company, accounts payable, escrow liabilities, borrowings and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

 

Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of loan receivable approximates the carrying amount. The Company accounts for loans receivable at cost, subject to expected credit losses assessment.

 

The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

 

Description   As of
March 31,
2024
    Quoted
Prices In
Active
Markets
(Level 1)
    Significant Other
Observable
Inputs
(Level 2)
    Significant Other
Unobservable
Inputs
(Level 3)
 
                         
Assets:                        
Marketable equity securities   $ 966     $ 966     $                  —     $             —  

 

Description   As of
December 31,
2023
    Quoted
Prices In
Active
Markets
(Level 1)
    Significant Other
Observable
Inputs
(Level 2)
    Significant Other
Unobservable
Inputs
(Level 3)
 
                         
Assets:                                
Marketable equity securities   $ 595     $ 595     $               —     $          —  

 

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Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Recently Issued Accounting Pronouncements

 

As of March 31, 2024, the Company has implemented all applicable new accounting standards and updates issued by the FASB that were in effect. There were no new standards or updates during the three months ended March 31, 2024 that had a material impact on the unaudited condensed consolidated financial statements.

 

NOTE 3 — LIQUIDITY AND GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. They do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

 

For the three months ended March 31, 2024, the Company reported net loss of $8,060,234 and net cash outflows from operating activities of $6,857,034. As of March 31, 2024, the Company had an accumulated deficit of $73,661,386 and cash and cash equivalents of $2,139,074.

 

The Company has determined that the prevailing conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern for at least one year following the date these unaudited condensed consolidated financial statements are issued. The ability to continue as a going concern is dependent on the Company’s ability to successfully implement its current operating plan and fund-raising exercises. The Company believes that it will be able to grow its revenue base and control expenditures. In parallel, the Company will monitor its capital structure and operating plans and search for potential funding alternatives in order to finance the development activities and operating expenses. These alternatives may include borrowings, raising funds through public equity or debt markets. However, the Company cannot predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to its shareholders. Any failure to obtain financing when required will have a material adverse impact on the Company’s business, operation and financial result. Please refer to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024, for further information about the liquidity and going concern.

 

NOTE 4 — RESTRICTED CASH

 

As of March 31, 2024 and December 31, 2023, the Company has $15,588,916 and $16,816,842 fund held in escrow, respectively. Fund held in escrow primarily comprised of escrow funds held in bank accounts on behalf of the Company’s customers. The Company is currently acted as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio. Upon receiving escrow funds, the Company records a corresponding escrow liability.

 

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NOTE 5 - ACCOUNTS RECEIVABLE, NET

 

Accounts receivable, net consisted of the following:

 

   As of 
   March 31,
2024
   December 31,
2023
 
         
Accounts receivable  $1,862,569   $3,283,118 
Accounts receivable – related parties   1,333,967    1,094,225 
Less: allowance for expected credit losses   (554,161)   (312,482)
Accounts receivable, net  $2,642,375   $4,064,861 

 

The accounts receivable due from related parties represented the management service rendered to the portfolio assets of a related companies, which are controlled by the holding company, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers. The amount is unsecured, interest-free, with a credit term mutually agreed.

 

The following table presents the activity in the allowance for expected credit losses:

 

   As of 
   March 31,
2024
   December 31,
2023
 
Balance at beginning of period  $312,482   $94,447 
Allowance for expected credit losses   242,455    217,475 
Foreign translation adjustment   (776)   560 
Balance at end of period   554,161    312,482 

 

The Company generally conducts its business with creditworthy third parties. The Company determines, on a quarterly basis, the probable losses and an allowance for expected credit losses determined in accordance with the current expected credit losses model, based on historical losses, current economic conditions, forecasted future economic and market considerations, and in some cases, evaluating specific customer accounts for risk of loss. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.

 

For the three months ended March 31, 2024 and 2023, the Company has evaluated the probable losses on the accounts receivable and made an allowance for expected credit losses of $242,455 and nil, respectively.

 

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NOTE 6 - LOANS RECEIVABLE, NET

 

The Company’s loans receivable, net was as follows:

 

   As of 
   March 31,
2024
   December 31,
2023
 
         
Residential mortgage loans  $1,622,731   $1,605,531 
Less: allowance for expected credit losses   (1,226)   (1,229)
Loans receivable, net   1,621,505    1,604,302 
           
Classifying as:          
Current portion  $548,061   $549,461 
Non-current portion   1,073,444    1,054,841 
Loans receivable, net  $1,621,505   $1,604,302 

 

The interest rates on loans issued ranged between 9.00% and 10.50% per annum for the three months ended March 31, 2024 (For the three months ended March 31, 2023: 9.00% to 10.00%). Mortgage loans and secured by collateral in the pledge of the underlying real estate properties owned by the borrowers. As of March 31, 2024, the net carrying amount of the loans receivable was $1,621,505, which included an interest receivable of $64,041.

 

Mortgage loans are made to either business or individual customers in Hong Kong for a period of 1 to 25 years, which are fully collateralized and closely monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of March 31, 2024 and December 31, 2023.

 

Estimated allowance for expected credit losses is determined on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied on an assessment of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic conditions. If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions, including macroeconomic events, the Company will assess the need to adjust the allowance for expected credit losses. Any such resulting adjustments would affect earnings in the period that adjustments are made.

 

For the three months ended March 31, 2024 and 2023, the Company has evaluated the probable losses is minimal and there were no allowance for expected credit losses on loans receivable.

 

NOTE 7 - NOTES RECEIVABLE, NET

 

On February 24, 2023, the Company entered into a subscription agreement and a convertible loan note instrument (collectively the “Agreements”) with Investment A. Pursuant to the Agreements, the Company agrees to subscribe an amount of $1,673,525, which is payable on or before January 31, 2024 and bears a fixed interest rate of 8% per annum. The maturity date of the notes receivable is April 30, 2024. As of March 31, 2024 and December 31, 2023, the Company subscribed $589,086 notes.

 

As of March 31, 2024 and December 31, 2023, the net carrying amount of the notes receivable was $412,360 and $557,003, which included an interest receivable of $11,454 and $34,665, respectively.

 

Subsequently, the Company entered into a purchase and sale agreement with an independent third party to sell all its convertible loan notes on Investment A for a purchase price of $412,360 and the transaction was completed on April 30, 2024.

 

In accordance with ASC Topic 326, the Company accounts for its allowance for expected credit losses on notes receivable using the CECL model. Periodic changes to the allowance for expected credit losses are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss. For the three months ended March 31, 2024 and 2023, the Company has evaluated the probable losses on the notes receivable and made an allowance for expected credit losses of $155,026 and nil, respectively.

 

18

 

 

NOTE 8 - LONG-TERM INVESTMENTS, NET

 

Long-term investments, net consisted of the following:

 

   As of 
   Ownership
interest
   March 31,
2024
   Ownership
interest
   December 31,
2023
 
                 
Marketable equity securities:                
Investment C   0.00%*  $966    0.00%*  $595 
                     
Non-marketable equity securities:                    
Investment A   8.37%   5,691,356    8.37%   5,826,703 
Investment B   3.63%   304,000    3.63%   342,000 
Investment D   4.47%   16,731,817    4.47%   16,880,384 
Investment E, related party   4.00%   521,454    4.00%   522,531 
Investment F   
    
    4.00%   2,152,251 
Total        23,248,627         25,723,869 
                     
Net carrying value       $23,249,593        $25,724,464 

 

*Less than 0.001%

 

Investments in Marketable Equity Securities

 

Investments in equity securities, such as, marketable securities, are accounted for at its current market value with the changes in fair value recognized in net loss. Investment C was listed and publicly traded on Nasdaq Stock Exchange.

 

As of March 31, 2024 and December 31, 2023, Investment C was recorded at fair value of $966 and $595, which were traded at a closing price of $14.87 and $9.15 per share, respectively.

 

Investments in Non-Marketable Equity Securities

 

Investments in non-marketable equity securities consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic investments in companies that are in various stages of development, and investments in a close-ended partnership funds which concentrated in the healthcare sector. These investments do not have readily determinable fair values and, therefore, are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

 

Management assesses each of these investments on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage. The Company is not required to determine the fair value of these investments unless impairment indicators existed. When an impairment exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net. Fair value is estimated using the best information available, which may include cash flow projections or other available market data.

 

19

 

 

On February 5, 2024, the Company entered into a purchase and sale agreement with an independent third party to sell all its equity interest in Investment F for a purchase price of $2.15 million and the transaction was completed on February 19, 2024.

 

The following table presents the movement of non-marketable equity securities as of March 31, 2024 and December 31, 2023:

 

   As of 
   March 31,
2024
   December 31,
2023
 
Balance at beginning of period  $25,723,869   $34,589,767 
Additions   
    288,581 
Disposal   (2,152,251)   
 
Adjustments:          
Downward adjustments (note)   (37,727)   (10,092,729)
Foreign exchange adjustment   (285,264)   938,250 
Balance at end of period  $23,248,627   $25,723,869 

 

Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities:

 

   As of 
   March 31,
2024
   December 31,
2023
 
         
Downward adjustments (including impairment)  $(37,385,056)  $(37,347,329)
Upward adjustments   6,209,357    6,209,357 
Total  $(31,175,699)  $(31,137,972)

 

Investment (loss) income, net is recorded as other expense in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss, and consisted of the following:

 

   For the three months ended
March 31,
 
   2024   2023 
Marketable equity securities:        
Unrealized gain from the changes in fair value – Investment C  $371   $266 
Realized gain from sale of Investment C   
    1,541,736 
           
Non-marketable equity securities          
Unrealized losses (including impairment) – Investment B   (37,727)   
 
Unrealized losses (including impairment) – Investment F   
    (427,652)
Dividend income   
    608,714 
Investment (loss) income, net  $(37,356)  $1,723,064 

 

Note:

 

Downward adjustments represent unrealized losses (including impairment) of Investment B of $37,727 for the three months ended March 31, 2024 (For the three months ended March 31, 2023: unrealized loss (including impairment) of Investment F of $427,652).

 

20

 

 

NOTE 9 - BORROWINGS

 

   As of 
   March 31,
2024
   December 31,
2023
 
         
Mortgage borrowings  $1,790,921   $1,804,950 
Short-term borrowings, related party   5,000,000    5,000,000 
Total   6,790,921    6,804,950 

 

Mortgage Borrowings

 

In February 2023, the Company obtained a mortgage loan of $1,793,001 (equivalent to HK$14,000,000) from a finance company in Hong Kong, which bears an average interest rate at 13.75% per annum and becomes repayable in February 2024. The loan was pledged by a fixed charge on an office premises owned by the Company. The Company is currently in negotiations for an extension on the repayment of mortgage loans with the lender. At the date of filing, both parties have not reached into the mutual agreement.

 

Short-term Borrowings

 

In September 2023, the Company obtained a short-term borrowing of $5,000,000 from the Company’s major shareholder’s ultimate holding company, which bears interest at a fixed rate of 12.00% per annum, repayable in October 2023. The borrowing is secured by a lien on the partial equity interest in Investment D owned by the Company. In October 2023, November 2023, December 2023, February 2024 and April 2024, the Company entered into certain supplementary agreements to renew and extend the maturity to November 2023, December 2023, January 2024, March 2024, April 2024, and May 2024, respectively.

 

NOTE 10 - LEASE

 

Operating lease right-of-use (“ROU”) asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.

 

The Company entered into a commercial operating lease with an independent third party for the use of an office in Hong Kong. The lease has an original term exceeding 1 year, but not more than 3 years with an option to renew a further term of 3 years. At lease inception, after consideration, the Company was certain that the renewal option would be exercised, after the original term. The operating lease is included in “Right-of-use asset, net” on the unaudited condensed consolidated balance sheets and represents the Company’s right to use the underlying asset during the lease term. The Company’s obligation to make lease payments are included in “Lease liabilities” on the unaudited condensed consolidated balance sheets.

 

21

 

 

Supplemental balance sheet information related to the operating lease was as follows:

 

   As of 
   March 31,
2024
   December 31,
2023
 
Operating lease:        
Right-of-use asset  $12,531,247   $12,512,585 
Less: accumulated depreciation   (1,503,286)   (1,004,432)
Right-of-use asset, net   11,027,961    11,508,153 
           
Lease liabilities:          
Current lease liabilities   1,246,496    1,229,329 
Non-current lease liabilities   10,304,995    10,646,053 
Total lease liabilities:   11,551,491    11,875,382 

 

Operating lease expense for the three months ended March 31, 2024 and 2023 was $641,952 and nil, respectively, is included in other general and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Other supplemental information about the Company’s operating lease as of March 31, 2024 and December 31, 2023 are as follow:

 

   As of 
   March 31,
2024
   December 31,
2023
 
Weighted average discount rate   6.58%   6.58%
Weighted average remaining lease term (years)   5.17    5.42 

 

Maturities of operating lease liabilities as of March 31, 2024 were as follows:

 

For the year ending March 31,  Operating
lease
 
2025  $1,938,177 
2026   1,938,177 
2027   2,985,238 
2028   3,194,650 
2029   3,194,650 
Thereafter   532,442 
Total minimum lease payments   13,783,334 
Less: imputed interest   (2,231,843)
Total operating lease liabilities  $11,551,491 

 

22

 

 

NOTE 11 - WARRANT LIABILITIES

 

Private warrants

 

The private warrants are accounted for as liabilities in accordance with ASC 480 and are presented as liabilities on the unaudited condensed consolidated balance sheets. As of March 31, 2024 and December 31, 2023, there were 225,000 private warrants outstanding.

 

The fair value of the private warrants is valued by an independent valuer using a Binominal pricing model. The warrants were classified as Level 3 due to the use of unobservable inputs.

 

As of March 31, 2024 and December 31, 2023, the aggregate value of the private warrants was nil. The changes in fair value for the three months ended March 31, 2024 and 2023 were nil and $680, respectively.

 

   As of 
   March 31,
2024
   December 31,
2023
 
Input        
Share price  $0.43   $0.49 
Risk-free interest rate   4.54%   4.04%
Volatility   50.65%   48.66%
Exercise price  $11.50   $11.50 
Warrant remaining life   2.38 years    2.63 years 

 

Warrants – Class A

 

In December 2023, the Company consummated the private placement with an institutional investor and received cash proceeds in exchange of 2,643,300 ordinary shares and 528,660 warrants to be issued. Also, the Company consummated the private placement with Mr. Wing-Fai Ng and the Company’s management team in exchange of 1,775,500 ordinary shares and 355,100 warrants to be issued.

 

These warrants have an exercise price of $1.00 per share and shall be exercised with more than $500,000 per tranche (see Note 12).

 

NOTE 12 - SHAREHOLDERS’ EQUITY

 

Ordinary Shares

 

As of March 31, 2024 and December 31, 2023, the Company has authorized share of 200,000,000 ordinary shares with a par value $0.001.

 

(i)On January 22, 2024, the Company issued 334,160 ordinary shares to the directors and officers of the Company under the Share Award Scheme (the “Scheme”), whose shares were vested in 2023.

 

(ii)On March 12, 2024, the Company issued 1,000,000 ordinary shares to Apex Twinkle Limited to partially settle the finder fee payable.

 

(iii)During the three months ended March 31, 2024, the Company issued 2,454,100 ordinary shares to the employees of the Company to compensate the contributions of their services and performance.

 

(iv)During the three months ended March 31, 2024, the Company issued 1,505,615 ordinary shares to certain consultants to compensate their services rendered.

 

23

 

 

As of March 31, 2024 and December 31, 2023, there were 74,391,357 and 68,661,998 ordinary shares issued and outstanding, respectively.

 

Ordinary Shares To Be Issued

 

(v)On February 22, 2024, the Company issued 435,484 ordinary shares to its directors and management team.

 

(vi)In March 2024, the Company agreed to issue 900,899 ordinary shares to its directors and management team of the Company at the current market price of $0.447 per share to settle their compensation of $0.4 million.

 

As of March 31, 2024 and December 31, 2023, there were 5,319,699 and 4,854,284 ordinary shares to be issued, respectively.

 

Public Warrants

 

Each public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to adjustment as discussed herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder.

 

Once the warrants become exercisable, the Company may call the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC) for redemption:

 

in whole and not in part;

 

at a price of $0.01 per warrant;

 

upon a minimum of 30 days’ prior written notice of redemption,

 

if, and only if, the last sales price of the ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and

 

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

 

If the Company calls the warrants for redemption as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

 

24

 

 

Private Warrants

 

The private warrants are identical to the public warrants, except that the private warrants and the ordinary shares issuable upon the exercise of the private warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the private warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

 

The private warrants are accounted as liabilities, remeasured to fair value on a recurring basis, with changes in fair value recorded to the unaudited condensed consolidated statements of operations and comprehensive loss (see Note 11).

 

As of March 31, 2024 and December 31, 2023, there were 4,600,000 public warrants and 225,000 private warrants outstanding.

 

Warrant – Class A

 

Each warrant entitles the holder to purchase one-fifth (1/5) of one ordinary share at a price of $0.70 per full share. The warrants will be exercisable six months after the issuance date for a period of five years after the exercise date. The warrants have an exercise price of $1.00 per share and shall be exercised with more than $500,000 per tranche.

 

As of March 31, 2024 and December 31, 2023, 883,760 warrants are to be issued under Warrant - Class A, in connection with the private placement.

 

Forgiveness of Amount Due to the Holding Company

 

During the three months ended March 31, 2024 and 2023, the holding company of the Company agreed to forgive a debt of nil and $3,000,000, in aggregate, respectively, representing certain amount due to it and treat as additional paid-in capital.

 

2023 Share Award Scheme

 

Pursuant to the Share Award Scheme, the Company filed S-8 registration statement to register 11,675,397 ordinary shares on February 24, 2023.

 

The fair value of the ordinary shares granted during the period is measured based on the closing price of the Company’s ordinary shares as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as share-based compensation expense in the unaudited condensed consolidated statements of operations and comprehensive loss.

 

Restricted Share Units (“RSUs”)

 

In December 2022, the Company approved and granted 5,000,000 ordinary shares as RSUs to employees and consultants as additional compensation under the Scheme. These RSUs typically will be vested over one to four years period from 2023 to 2026.

 

For the RSUs, the fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid. The Company has assumed 10% forfeitures.

 

On January 22, 2024, the Company issued 334,160 ordinary shares to the directors and officers of the Company under the Scheme, whose shares were vested in 2023.

 

During the three months ended March 31, 2024 and 2023, the Company recorded $250,567 and $1,317,600 share-based compensation expense, which is included in the personal and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

 

25

 

 

As of March 31, 2024 and December 31, 2023, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled $1.7 million and $1.9 million, respectively. They are expected to be recognized over the weighted average period of 1.42 years.

 

A summary of the activities for the Company’s RSUs as of March 31, 2024 and December 31, 2023 is as follow:

 

   As of 
   March 31, 2024   December 31, 2023 
   Number of
RSUs
   Weighted
Average
Grant Price
   Number of
RSUs
   Weighted
Average
Grant Price
 
                 
Outstanding, beginning of period   1,309,728   $2.47    5,000,000   $2.47 
Granted   
   $
    
   $
 
Vested   
   $
    (346,542)  $2.47 
Forfeited   
   $
    (3,343,730)  $(2.47)
Outstanding, end of period   1,309,728   $2.47    1,309,728   $2.47 

 

NOTE 13 - OPERATING EXPENSES

 

Commission Expense

 

Pursuant to the terms of respective contracts, commission expense represents certain premiums from insurance or investment products paid to agents. Commission rates vary by market due to local practice, competition, and regulations. The Company charged commission expense on a systematic basis that is consistent with the revenue recognition.

 

During the three months ended March 31, 2024 and 2023, the Company recorded $4,446,242 and $7,295,492 commission expenses, respectively.

 

Personnel and Benefit Expense

 

Personnel and benefit expense mainly consisted of salaries and bonus paid and payable to the employees of the Company.

 

During the three months ended March 31, 2024 and 2023, the Company recorded $6,058,989 and $9,605,190 personnel and benefit expense, respectively.

 

Legal and Professional Fees

 

Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.

 

During the three months ended March 31, 2024 and 2023, the Company recorded $875,111 and $3,395,440 legal and professional fees, respectively.

 

Other General and Administrative Expenses

 

The Company incurred different types of expenditures under other general and administrative expenses. They primarily consist of depreciation of property and equipment and management fee expenses which are allocated for certain corporate office expenses.

 

During the three months ended March 31, 2024 and 2023, the Company recorded $1,998,044 and $2,460,381 other general and administrative expenses, respectively.

 

26

 

 

NOTE 14 - INCOME TAXES

 

The provision for income taxes consisted of the following:

 

   Three months ended
March 31,
 
   2024   2023 
Income tax expense (benefit)  $37,521   $(26,648)

 

The Company’s subsidiaries mainly operate in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

 

British Virgin Islands

 

The Company is incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their shareholder, no British Virgin Islands withholding tax will be imposed.

 

Hong Kong

 

The Company’s subsidiaries operating in Hong Kong is subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25% to 16.5% on the assessable income arising in Hong Kong during its tax year.

 

The following table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2024 and December 31, 2023:

 

   As of 
   March 31,
2024
   December 31,
2023
 
Deferred tax assets, net:        
Net operating loss carryforwards  $12,124,385   $8,909,692 
Less: valuation allowance   (12,124,385)   (8,909,692)
Deferred tax assets, net  $
   $
 

 

The movement of valuation allowance is as follows:

 

   As of 
   March 31, 2024   December 31, 2023 
Balance as of beginning of the period  $(8,909,692)  $(5,461,370)
Additions   (3,214,693)   (3,448,322)
Balance as of end of the period  $(12,124,385)  $(8,909,692)

 

As of March 31, 2024 and December 31, 2023, the operations incurred $73.5 million and $54.0 million, respectively of cumulative net operating losses which can be carried forward to offset future taxable income. Net operating loss can be carried forward indefinitely but cannot be carried back to prior years. There are no group relief provisions for losses or transfers of assets under Hong Kong tax regime. Each company within a corporate group is taxed as a separate entity. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes that it is more likely that not all of these assets will be realized in the future. The valuation allowance is reviewed annually.

 

27

 

 

Uncertain tax positions

 

The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of March 31, 2024 and December 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the three months ended March 31, 2024 and 2023 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from March 31, 2024.

 

NOTE 15 - SEGMENT INFORMATION

 

ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments.

 

Currently, the Company has four business segments comprised of the related products and services, as follows:

 

Segments   Scope of Business Activities
     
Distribution Business   Facilitating the placement of insurance, investment, real estate and other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from product providers, including insurance companies, fund houses and other product specialists.
     
Platform Business   - Providing access to financial products and services to licensed brokers;
     
    - Providing operational support for the submission and processing of product applications;
     
    - Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.;
     
    - Providing training resources and materials;
     
    - Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services;
     
    - Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers; and
     
    - Solicitation of real estate sales for the developers, in exchange for commissions.
     
Fintech Business   Managing an ensemble of fintech investments.
     
Healthcare Business   Managing an ensemble of healthcare-related investments.

 

The four business segments were determined based primarily on how the chief operating decision maker views and evaluates the operations. Operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services are considered in determining the formation of these operating segments.

 

28

 

 

The following tables present the summary information by segment for the three months ended March 31, 2024 and 2023:

 

   For the three months ended March 31, 2024 
   Distribution
Business
   Platform
Business
   Fintech
Business
   Healthcare
Business
   Total 
                     
Revenue, net                    
- Interest income  $
-
   $41,317   $
   $
   $41,317 
- Non-interest income   6,415,020    1,199,954    
    
    7,614,974 
    6,415,020    1,241,271            7,656,291 
                          
Commission expense   4,095,316    350,926    
    
    4,446,242 
Depreciation   261    15,402    7,215    
    22,878 
Income (loss) from operations   343,678    (2,501,128)   (5,704,417)   
    (7,861,867)
Investment loss, net   
    
    (37,356)   
    (37,356)
Total assets as of March 31, 2024  $14,416,459   $22,306,169   $23,873,319   $521,454   $61,117,401 

 

   For the three months ended March 31, 2023 
   Distribution
Business
   Platform
Business
   Fintech
Business
   Healthcare
Business
   Total 
                     
Revenue, net                    
- Interest income  $
-
   $38,158   $
   $
   $38,158 
- Non-interest income   9,687,819    1,347,703    
    
    11,035,522 
    9,687,819    1,385,861            11,073,680 
                          
Commission expense   6,912,065    383,427    
    
    7,295,492 
Depreciation   261    95,622    5,289    
    101,172 
Income (loss) from operations   452,437    (11,186,637)   (3,849,608)   
    (14,583,808)
Investment income, net   
    
    1,723,064    
    1,723,064 
Total assets as of March 31, 2023  $4,267,591   $57,423,358   $35,454,721   $519,769   $97,665,439 

 

All of the Company’s customers and operations are based in Hong Kong.

 

NOTE 16 - RELATED PARTY BALANCES AND TRANSACTIONS

 

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by the holding company. Amounts represent advances or amounts paid in satisfaction of liabilities.

 

Related party balances consisted of the following:

 

      As of 
      March 31,
2024
   December 31,
2023
 
Balance with related parties:           
Accounts receivable  (a)  $892,394   $1,094,225 
Borrowings  (b)  $5,000,000   $5,000,000 
Amount due to the holding company  (c)  $6,406,706   $2,906,261 
Long-term investment – Investment E  (d)  $521,454   $522,531 

 

(a) Accounts receivable due from related parties represented the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which is controlled by the holding company.

 

(b) Borrowing is obtained from the Company’s major shareholder of ultimate holding company. The amount was secured, interest-bearing and repayable by the end of May 2024 (see Note 9).

 

(c) Amounts due to the holding company are those nontrade payables arising from transactions between the Company and the holding company, such as advances made by the holding company on behalf of the Company, advances made by the Company on behalf of the holding company, and allocated shared expenses paid by the holding company. During the three months ended March 31, 2024 and 2023, amounts due to the holding company of nil and $3,000,000, respectively, were forgiven (see Note 12).

 

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(d) The Company purchased 4% equity interest in Investment E from a related party in May 2021, based on historical cost. The Company has a common director with Investment E.

 

In the ordinary course of business, during the three months ended March 31, 2024 and 2023, the Company involved with transactions, either at cost or current market prices and on the normal commercial terms among related parties. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related):

 

      For the three months ended
March 31,
 
Nature of transactions     2024   2023 
            
Asset management service income  (e)  $242,130   $238,933 
Office and operating fee charge  (f)  $1,117,963   $2,027,991 
General and administrative expense allocated  (g)  $
   $1,722 
Legal and professional fees  (h)  $249,999   $
 

 

(e) Under the management agreement, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled by the holding company, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers.

 

(f) Pursuant to the service agreement, the Company agreed to pay the office and administrative expenses to the holding company for the use of office premises, including, among other things, building management fees, government rates and rent, office rent, and lease-related interest and depreciation that were actually incurred by the holding company. Also, the holding company charged back the reimbursement of legal fee and debt collection fee in the ordinary course of business.

 

(g) Certain amounts of general and administrative expenses were allocated by the holding company.

 

(h) On September 19, 2023, the Company entered into an advisory services agreement with a related company, which owned by the Chairman of the Company, for a monthly fee of $83,333. The service will be terminated by either party upon 90 days prior written notice.

 

Apart from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

 

NOTE 17 - RISK AND UNCERTAINTIES

 

The Company is exposed to the following risk and uncertainties:

 

(a)Concentration risk

 

For the three months ended March 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues are presented as follows:

 

   For the three months ended March 31, 
   2024   2023 
Customer  Revenues   Percentage
of revenues
   Revenues   Percentage
of revenues
 
Customer A  $3,060,099    40%  $2,716,898    25%
Customer B  $1,251,339    16%  $*           *%
Customer C  $1,236,364    16%  $*    *%
Customer D  $
*
    *%  $1,370,626    12%
Customer E  $*    *%  $1,231,155    11%

 

*Customers who accounted for less than 10% of the total revenue during the periods.

 

As of March 31, 2024 and December 31, 2023 the customers who accounted for 10% or more of the Company’s outstanding receivable balances are presented as follows:

 

   As of 
Customer  March 31,
2024
   December 31,
2023
 
Customer A  $243,375   $1,092,414 
Customer C  $184,773    61,455 
Customer D  $
   $1,634 

 

All of the Company’s major customers are located in Hong Kong.

 

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(b)Credit risk

 

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, restricted cash, accounts receivable, loans receivable and notes 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 $64,050) if the bank with which an individual/a company hold its eligible deposit fails. As of March 31, 2024, cash balance of $2.1 million and fund held in escrow of $15.6 million were maintained at financial institutions in Hong Kong, of which approximately $17.2 million was subject to credit risk. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

 

For accounts receivable, loans receivable and notes receivable, the Company determines, on a continuing basis, the probable losses and sets up an allowance for expected credit losses based on the estimated realizable value. Credit of money lending business is controlled by the application of credit approvals, limits and monitoring procedures.

 

The Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all. The Company’s internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as, credit risk scores, collateral and collection history. Individual credit scores are assessed by credit bureau, such as TransUnion. Internal risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security. To minimize credit risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness of the collateral valuations on a regular basis. Management believes that these policies effectively manage the credit risk from advances.

 

The Company’s third-party customers that represent more than 10% of total loans receivable, and their related net loans receivable balance as a percentage of total loans receivable, as of March 31, 2024 and December 31, 2023 were as follows:

 

   As of 
   March 31,
2024
   December 31,
2023
 
Customer F   37.3%   37.3%
Customer G   30.4%   30.9%
Customer H   32.3%   31.8%

 

(c)Economic and political risk

 

The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

 

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(d)Exchange rate risk

 

The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ and Sterling on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 

(e)Liquidity risk

 

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.

 

NOTE 18 - COMMITMENTS AND CONTINGENCIES

 

Litigation — From time to time, the Company is involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

 

As at March 31, 2024, the Company involved in the following legal proceedings:

 

Action Case: HCA702/2018 On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff. On February 23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, the Company is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

 

Action Case: HCA765/2019 On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, shareholders and financial consultant by the Plaintiff. This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory damage of approximately $2 million (equal to HK$17.1million). On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7 days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial. The case is on-going and parties have yet to attempt mediation. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

 

Action Case: HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $1.67 million (equal to HK$13 million). The Company previously made $0.84 million as contingency loss for the year ended December 31, 2021. Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, the Company is unable to determine the probability of the outcome of the matter or any further potential loss, if any.

 

Action Case: HCA1957/2023 On December 15,2023, the Company received an order from the High Court of the Hong Kong Special Administrative Region, demanding the Company to pay and settle the outstanding rent/mesne profit, management fees, air-conditioning charges, additional air-conditioning charges, government rates and interest in an aggregated amount of $1,383,424 (equivalent to HK$10,799,560) to the landlord of the office premises in four instalments scheduled from January 15, 2024 to March 31, 2024 together with legal costs of $6,405 (equivalent to HK$50,000). During the three months ended March 31, 2024, the Company settled all the outstanding amount and the case is closed.

 

The Company makes a provision for the liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. Legal fees are expensed in the period in which they are incurred.

 

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Sale and Purchase Agreement — Pursuant to the agreement dated April 5, 2023, entered with Sony Life Singapore Pte. Ltd. (“SLS”), an independent third party, the Company is committed to purchase 100% equity interest in Sony Life Financial Advisers Pte. Ltd. for a cash consideration of SGD2,500,000 (equivalent to $1,882,000). On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing date of the transaction from December 31, 2023 to March 31, 2024. On March 29, 2024, the Company and SLS entered into a third supplementary agreement to extend the closing date of the transaction from March 31, 2024 to May 9, 2024. Pursuant to the third supplementary agreement, the Company subsequently paid SGD250,000 (equivalent to $188,200) to SLS as the partial payment to cash consideration on April 12, 2024. On May 9, 2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May 9, 2024 to May 20, 2024.

 

Share Repurchase Program — The Company approved a share repurchase program on April 18, 2023 authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term of one year, which was expired in April 2024 with no further extension.

 

Nasdaq Compliance — On September 20, 2023, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded under $1.00 per share for a period of 30 consecutive trading days or more, which failed to comply with Nasdaq Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5810(c)(3)(A). The Notice had no immediate effect but, before March 18, 2024, the Company was required to regain compliance by trading at least $1.00 per share for a minimum of 10 consecutive trading days. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On March 20, 2024, Nasdaq granted an additional 180 calendar days period or until September 16, 2024, to the Company to regain the compliance. On May 3, 2024, the closing bid price of the ordinary shares of the Company has been over $1.00 per share for a minimum of 10 consecutive trading days. Accordingly, Nasdaq confirmed that the Company had regained compliance with Rule 5550(a)(2) and that this matter is now closed.

 

NOTE 19 - SUBSEQUENT EVENTS

 

On April 16, 2024, the Company entered into that certain Agreement and Plan of Merger (“Merger Agreement”) with AGBA Social Inc., a wholly-owned subsidiary of AGBA which was incorporated in Delaware (“Merger Sub”), Triller Corp. (“Triller”), a Delaware corporation, and Bobby Sarnevesht, solely as representative of the Triller stockholders. Pursuant to the Merger Agreement, (i) Triller will complete its reorganization (the “Triller Reorganization”) with Triller Hold Co LLC (“Triller LLC”) such that Triller LLC will reorganize into Triller as a Delaware corporation, (ii) the Company will domesticate to the United States as a Delaware corporation (the “AGBA Domestication”), pursuant to which, among other things, all the Company’s ordinary shares, par value $0.001 per share will automatically convert into the same number of shares of Delaware Parent common stock (AGBA, when domesticated as a Delaware corporation, is sometimes referred to as “Delaware Parent”), and (iii) after giving effect to the Triller Reorganization and the AGBA Domestication, Merger Sub will be merged into Triller, with Triller surviving the Merger and becoming a wholly owned subsidiary of Delaware Parent.

 

The merger consideration provided for in the merger agreement will be an aggregate of 406,907,038 shares of Delaware Parent common stock, par value $0.001 per share (“Delaware Parent Common Stock”). Delaware Parent (i) will issue 313,157,105 shares of Delaware Parent Common Stock to the current common stockholders of Triller, (ii) will issue 35,328,888 shares of preferred stock to the current preferred stockholders of Triller, and (iii) will convert all existing Triller restricted stock units into 58,352,059 Delaware Parent restricted stock units; and Delaware Parent also will reserve an aggregate of 58,421,134 shares of Delaware Parent Common Stock for future issuance upon the vesting of such restricted stock units.

 

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On April 25, 2024, the Company entered into the Amended and Restated Standby Equity Purchase Agreement (“A&R SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), and Triller. The A&R SEPA amended and restated certain Standby Equity Purchase Agreement entered by Yorkville and Triller dated October 23, 2023. Pursuant to the A&R SEPA, Triller, or the Company after the transactions contemplated by the Merger Agreement are closed (Triller before the closing of the Merger, and the Company after the closing of the Merger, are referred to as the “Delaware Parent”), has the right to sell to Yorkville up to $500 million of ordinary shares, par value $0.001 per share, of the Delaware Parent, (“Common Shares”), subject to certain limitations and conditions set forth in the A&R SEPA, from time to time during the term of the A&R SEPA. Sales of the shares of Common Shares to Yorkville under the A&R SEPA, and the timing of any such sales, are at the Delaware Parent’s option, and the Delaware Parent is under no obligation to sell any shares of Common Shares to Yorkville under the A&R SEPA except in connection with notices that may be submitted by Yorkville.

 

In connection with the A&R SEPA, and subject to the conditions set forth therein, Yorkville has agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of up to $8.51 million (the “Pre-Paid Advance”). The purchase price for the Pre-Paid Advance is 94.0% of the principal amount of the Pre-Paid Advance. Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 5%, subject to an increase to 18% upon an event of default as described in the Convertible Notes. The maturity date of the Convertible Note issue in connection with each Pre-Paid Advance will be 12 months after the issuance date of such Convertible Note. Yorkville may convert the Convertible Notes into shares of the Common Shares at any time after the Merger at a fixed conversion price (the “Conversion Price”) equal to (i) the principal amount and interests, divided by (ii) the determination of the lower of (a) 100% of the VWAP during the ten trading days preceding the closing date of the Merger (the “Fixed Price”), or (b) 92.5% of the lowest daily VWAP during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), provided that the Variable Price shall not be lower than the Floor Price. The “Floor Price”, solely with respect to the Variable Price, shall be equal to (i) a price equal to 20% of the average of the daily VWAPs during the ten (10) trading days immediately preceding the closing date of the Merger, and (ii) from and after the date of effectiveness of the initial registration statement, 20% of the VWAP of the trading day immediately prior to the date of effectiveness of the initial registration statement, if such price is lower than the price in part (i) of this sentence. Notwithstanding the foregoing, the Company may reduce the Floor Price to any amounts set forth in a written notice to the holder; provided that such reduction shall be irrevocable and shall not be subject to increase thereafter.

 

On April 30, 2024, the Company entered into a purchase and sale agreement with an independent third party to sell all its convertible loan notes on Investment A for a consideration of $412,360. This transaction was completed on April 30, 2024.

 

On May 2, 2024, the Company closed the private placement by issuing an aggregate of 7,349,200 ordinary shares and the associated warrants to purchase up to 1,469,840 ordinary shares at a purchase price of $0.70 per ordinary share, to an institutional investor, the Company’s Chief Executive Officer, Mr. Wing-Fai Ng and the Company’s management team.

 

On May 3, 2024, the closing bid price of the ordinary shares of the Company has been over $1.00 per share for a minimum of 10 consecutive trading days. Accordingly, Nasdaq confirmed that the Company had regained compliance with Rule 5550(a)(2) and that this matter is now closed.

 

In accordance with ASC Topic 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024, up to May 15, 2024 that the unaudited condensed consolidated financial statements were available to be issued.

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to AGBA Group Holding Limited. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section included in our 2023 Annual Report filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

 

Business Overview

 

We are a leading one-stop financial supermarket based in Hong Kong servicing over 400,000 individual and corporate customers. We offer 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.

 

We currently operate four major areas of businesses, comprising of:

 

1. Distribution Business: The Group’s powerful financial advisor business is the largest in the market, it engages in the personal financial advisory business (including advising and sales of a full range of financial services products including long-term life insurance, savings and mortgages), with additional internal and external channels being developed and added.

 

2. Platform Business: The Group operates as a “financial supermarket” offering over 1,800 financial products to a large universe of retail and corporate customers.

 

3. Healthcare Business: Through the Group’s 4% stake in and a strategic partnership with HCMPS, operating as one of the largest healthcare management organizations in the Hong Kong and Macau region, with over 800 doctors in its network. Established in 1979, it is one of the most reputed healthcare brands in Hong Kong.

 

4. Fintech Business: The Group has an ensemble of leading FinTech assets and businesses in Europe and Hong Kong. In addition to financial gains, the Group also derives substantial knowledge transfers from its investee companies, supporting the development and growth of the Group’s new business models.

 

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Distribution Business

 

The Distribution Business comprises a variety of captive financial services distribution channels. We have built a market leading financial advisors distribution channel in Hong Kong. We have also built other distribution channels alongside our market leading financial advisors business.

 

Our combined captive distribution channels enable us to directly access one of the largest pools of customers accessible to independent financial services providers in Hong Kong.

 

Channel   Description
Financial Advisors Business (“FA Business”)   “Focus” is engaged in the distribution of life insurance, asset management, property-casualty and Mandatory Provident Fund products through its teams of independent financial advisors (brokers).
     
Alternative Distribution Business   A collection of distribution channels, including salaried financial planners targeting HNWI, development teams pursuing corporate partnerships and incubating financial advisors teams.
     
Digital Business   AGBA Money is a direct-to-consumer digital app that provides various financial products and services to retail customers.

 

Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of March 31, 2024, there were around 1,030 financial advisors at “Focus”, organized into 22 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.

 

In addition to the FA Business, we continued to expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known as our Alternative Distribution Business. These distribution channels are targeted at specific customer segments and/or capturing specific distribution opportunities.

 

Combined with our Digital Business, we now have a well-diversified range of distribution channels and capabilities.

 

During the first quarter of 2024, we continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading the supporting infrastructure. Our infrastructure not only supports the financial consultants in engaging with their customers, it also provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales services. Building our infrastructure required substantial investments into technological, operational and financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.). Since many of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory compliance and supervision.

 

As a result of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:

 

Vast customer base in Hong Kong and growing customer base in Mainland China.

 

State-of-the-art supporting infrastructure.

 

Relationships with and access to a broad range of leading global financial product providers.

 

Deep market knowledge and understanding.

 

Highly productive and well-trained salesforce.

 

We will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).

 

For the three months ended March 31, 2024, the Company made $6.4 million from commission in the Distribution Business. The revenue attributed to the Company during the first quarter of 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

 

We will continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well as refining our abilities to service our customer base. We expect sales volumes to return to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay area.

 

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Platform Business

 

The Platform business, through OPH and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.

 

The Platform Business was set up to take advantage of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong. We were already servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art technological and operational infrastructure.

 

The Platform Business now operates this full-service platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers, and individual independent financial advisors that are looking for support in advising and serving their retail clients.

 

Our technology-enabled Platform Business offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency.

 

In addition to its unrivaled product-shelf, the Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services, and training support.

 

Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services, as discussed below:-

 

The OnePlatform brand currently covers 91 insurance providers selling 1,104 products, and 53 asset management fund houses with over 1,137 products.

 

Fintech Business

 

The Fintech Business has collected an ensemble of valuable fintech assets in its investment portfolio. Fintech Business’ management team has strived to establish the business as a leading name in the fintech investment sector.

 

Core Fintech investments held under the Fintech Business as of March 31, 2024 include:

 

1.An investment in Tandem Money Limited, a UK digital bank.

 

2.An investment in CurrencyFair Limited, a B2B and B2C payments company.

 

3.An investment in Oscar Health Inc., a US direct-to-consumer digital health insurer.

 

4.An investment in Goxip Inc., a fashion media platform based in Hong Kong.

 

   Carrying amount in
US$ thousands (1)
 
   March 31,
2024
   December 31,
2023
 
Tandem Money Limited   16,732    16,880 
CurrencyFair Limited   5,691    5,827 
Oscar Health Inc.(2)        
Goxip Inc.   304    342 
LC Healthcare Fund I, L.P.(3)       2,152 

 

Notes:

 

(1) Carrying amount represents Fintech’s attributable interest in the investment portfolio asset.
   
(2) The Company partially sold 993,108 shares of Oscar Health Inc. on Nasdaq Stock Exchange with an average current market price of $4.01 per share in 2023.
   
(3) On February 5, 2024, the Company sold all its equity interest in LC Healthcare Fund I, L.P. to an independent third party for a consideration of $2.15 million.

 

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Healthcare Business

 

We currently hold a 4% equity stake in HCMPS, one of the leading healthcare management organizations in Hong Kong.

 

Founded in 1979 and currently operating under the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong. It has four self-operated medical centres and a network of over 700 healthcare service providers – providing healthcare schemes for more than 500 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.

 

JFA operates a city-wide medical network that includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy centers, 12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau. Over 380,000 out-patient and in-patient visits are recorded annually through HCMPS’s medical network. JFA offers its patients a full range of medical services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories and imaging services.

 

We believe that the future of healthcare is in “Smart Health” – technology that offers improved patient-care management and leverages data as the new tool for solving complex healthcare challenges with reduced operating costs. We will focus on technology/digitalization and consumerization of healthcare to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access to healthcare at a lower cost – with connectivity across the care continuum. We believe that JFA has the captive customer base, infrastructure and product/service offerings to optimize customer experience to further grab market share.

 

We are currently working to transform JFA into the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering market-leading customer care and best-in-class infrastructure empowered by data analytics.

 

Results of Operations

 

Comparison of the Three Months Ended March 31, 2024 and 2023:

 

The following tables set forth our results of operations for the periods presented in U.S. dollars (in thousands):

 

   Three Months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Revenues:                
Interest income:                
Loans  $41   $38    3    7.89 
Total interest income   41    38    3    7.89 
Non-interest income:                    
Commissions   6,723    10,016    (3,293)   (32.87)
Recurring asset management service fees   650    780    (130)   (16.66)
Recurring asset management service fees, related party   242    239    3    1.25 
Total non-interest income   7,615    11,035    (3,420)   (30.99)
Total revenues from others   7,656    11,073    (3,417)   (30.85)
                     
Operating expenses:                    
Interest expense   (207)   (165)   42    25.45 
Commission expense   (4,446)   (7,295)   (2,849)   (39.05)
Sales and marketing expense   (483)   (1,857)   (1,374)   (73.99)
Research and development expense   (459)   (879)   (420)   (47.78)
Personnel and benefit expense   (6,059)   (9,605)   (3,546)   (36.91)
Legal and professional fee   (875)   (3,395)   (2,520)   (74.22)
Allowance for expected credit losses   (991)       991    N/A 
Other general and administrative expenses   (1,998)   (2,461)   (463)   (18.81)
Total operating expenses   (15,518)   (25,657)   (10,139)   (39.51)
Loss from operations   (7,862)   (14,584)   (6,722)   (46.09)
                     
Other income (expense):                    
Interest income   13    170    (157)   (92.35)
Foreign exchange (loss) gain, net   (227)   556    (783)   (140.82)
Investment (loss) income, net   (37)   1,723    (1,760)   (102.14)
Change in fair value of warrant liabilities       1    (1)   (100.00)
Change in fair value of forward share purchase liability       (82)   (82)   (100.00)
Rental income   14    59    (45)   (76.27)
Sundry income   77    57    20    35.08 
Total other (expense) income, net   (160)   2,484    (2,644)   (106.44)
Loss before income taxes   (8,022)   (12,100)   (4,078)   (33.70)
Income tax (expense) benefit   (38)   27    (65)   (240.74)
NET LOSS  $(8,060)  $(12,073)   (4,013)   (33.23)

 

38

 

 

Revenue

 

The following table summarizes the major operating revenues for the three months ended March 31, 2024 and 2023:

 

   Three months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Business segment                
Distribution Business  $6,415   $9,688    (3,273)   (33.78)
Platform Business   1,241    1,385    (144)   (10.39)
Fintech Business                
Healthcare Business                
TOTAL  $7,656   $11,073    (3,417)   (30.85)

 

Distribution Business

 

The Distribution Business contributed 83.79% and 87.49% of the total revenue for the three months ended March 31, 2024 and 2023, respectively. Income from the Distribution Business mainly related to commissions earned, which decreased by US$3.3 million, or 33.78%, from US$9.7 million in 2023 to US$6.4 million in 2024. The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name.

 

Summarized revenue breakdown by product and type of contracts:

 

   Three months ended
March 31,
     
   2024   2023   Variance 
   (US$ in thousands)   $   % 
By product:                
Life insurance  $6,060   $8,926    (2,866)   (32.10)
Property-casualty insurance   225    504    (279)   (55.35)
Mandatory provident fund and related revenues   130    258    (128)   (49.61)
   $6,415   $9,688    (3,273)   (33.78)
                     
By the type of contracts:                    
– New and or current year  $6,371   $9,519    (3,148)   (33.07)
– Recurring   44    169    (125)   (73.96)
   $6,415   $9,688    (3,273)   (33.78)

 

Platform Business

 

The Platform Business contributed 16.21% and 12.51% of the total revenue for the three months ended March 31, 2024 and 2023, respectively. 

 

   Three months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Commissions  $308   $340    (32)   (9.41)
Recurring asset management service fees   892    1,007    (115)   (11.42)
Loans   41    38    3    7.89 
TOTAL  $1,241   $1,385    (144)   (10.39)

 

39

 

 

Operating Expenses

 

Interest Expense

 

Interest expense increased by US$0.04 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The increase was mainly attributed to the increase in short-term borrowings in the third quarter of 2023.

 

Commission Expense

 

   Three months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Distribution Business  $4,095   $6,912    (2,817)   (40.75)
Platform Business   351    383    (32)   (8.35)
Fintech Business                
Healthcare Business                
TOTAL  $4,446   $7,295    (2,849)   (39.05)

 

The Distribution Business contributed 92.10% and 94.75% of the total commission expense for the three months ended March 31, 2024 and 2023, respectively. Commission expense for the Distribution Business decreased by US$2.8 million, or 40.75%, from US$6.9 million in 2023 to US$4.1 million in 2024. As a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.

 

Sales and Marketing Expense

 

Sales and marketing expense decreased by US$1.4 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The decrease in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.

 

Research and Development Expense

 

Research and development expense decreased by US$0.4 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The slight decrease was primarily due to decreased in headcounts.

 

Personnel and Benefit Expense

 

   Three months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Personnel and benefit  $4,526   $8,287    (3,761)   (45.38)
Compensation to employees (share-based related)   1,533    1,318    215    16.31 
TOTAL  $6,059   $9,605    (3,546)   (36.91)

 

Personnel and benefit cost decreased by US$3.8 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The decrease was primarily attributable to the reduction in headcount in both Platform Business and Distribution Business.

 

Share-based compensation for employees increased by US$0.2 million for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The increase was primarily due to the special grant to employees to compensate their contributions and performance and the settlement of compensation to certain directors and management team of the Company. The increase was partially offset by the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2023. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

 

40

 

 

Legal and Professional Fees

 

   Three months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Legal and other professional fees  $660   $806    (146)   (18.11)
Consulting fees (share-based related)   215    2,589    (2,374)   (91.70)
TOTAL  $875   $3,395    (2,520)   (74.22)

 

Legal and professional fees decreased by US$0.1 million, or 18.11%, for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The decrease was primarily attributed to the decrease in the US legal counsel fees and the consulting fees incurred during the period.

 

Consulting fees under share-based compensation for the three months ended March 31, 2024 was mainly related to the corporate strategic consultancy and business marketing service rendered by certain third party consultants, equal to 1,505,615 ordinary shares at the market price ranging from US$0.339 to US$0.403 per share.

 

Other General and Administrative Expense

 

   Three months ended March 31,         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Depreciation  $23   $101    (78)   (77.22)
Financial data subscription expense   38    94    (56)   (59.57)
Office rental and operating fees   1,118    2,200    (1,082)   (49.18)
Other operating expenses   819    66    753    1,140.90 
TOTAL  $1,998   $2,461    (463)   (18.81)

 

Total other general and administrative expenses decreased by US$0.5 million, or 18.81%, for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The net decrease was mainly due to the decrease in depreciation of US$0.08 million, office rental and operating fees of US$1.1 million, offset by the increase in other operating expenses of US$0.8 million. The office rental and operating fees represented the expenses payment to the holding company for the use of office premises in AGBA Tower, including building management fees, government rates and rent, office rent, lease-related interest, and depreciation actually incurred by the holding company, with the increased occupancy from business expansion.

 

Loss from Operations

 

Loss from operations decreased by US$6.7 million, or 46.09%, for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023. The decrease was mainly attributable to the decrease in operating expenses of US$10.1 million.

 

Other Income (Expense), net

 

Interest Income

 

Interest income decreased by US$0.2 million for the three months ended March 31, 2024.

 

Foreign Exchange (Loss) Gain, net

 

Foreign exchange (loss) gain, net mainly represented the unrealized net foreign exchange (loss) gain from the translation of long-term investments which are mostly denominated in Sterling. The net foreign exchange loss increased by US$0.8 million or 140.82% for the three months ended March 31, 2024, as compared to the net foreign exchange gain for the three months ended March 31, 2023, due to the stronger Sterling exchange rate.

 

41

 

 

Investment (Loss) Income, Net

 

   Three months ended
March 31,
         
   2024   2023   Variance 
   (US$ in thousands)   $   % 
Realized gain from sale of marketable equity securities  $   $1,542    (1,542)   (100.00)
Unrealized loss in non-marketable equity securities   (37)   (428)   (391)   (91.35)
Dividend income       609    (609)   (100.00)
TOTAL  $(37)  $1,723    (1,760)   (102.14)

 

Investment loss increased by US$1.8 million, or 102.14%, for the three months ended March 31, 2024, as compared to the investment income for the three months ended March 31, 2023, mainly because of the decrease in realized gain from sale of marketable equity securities of $1.5 million, decrease in unrealized loss in non-marketable equity securities of US$0.4 million, and decrease in dividend income of US$0.6 million.

 

Rental Income

 

Rental income was earned from the leasing of our owned office premises. For the three months ended March 31, 2024, the rental income decreased by US$0.05 million, or 76.27%, as compared to the three months ended March 31, 2023 was resulted from the sale of one of the office premises in 2023.

 

Income Tax (Expense) Benefit

 

Income tax expense increased by US$0.7 million, or 240.74%, for the three months ended March 31, 2024, as compared to the three months ended March 31, 2023, primarily attributable to the provision of income tax during the period.

 

Net Loss

 

Net loss decreased by US$4.0 million, or 33.23% for the three months ended March 31, 2024, as compared to March 31, 2023, primarily due to the decrease in operating expenses of US$10.1 million, offset by the decrease in total revenues of US$3.4 million and increase in other expense, net of US$2.6 million.

 

Liquidity and Capital Resources

 

Sources of Liquidity

 

We have a history of operating losses and negative cash flow. For the three months ended March 31, 2024, we reported a net loss of US$8.1 million and reported a negative operating cash flow of US$6.9 million. As of March 31, 2024, our cash balance was US$2.1 million for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.

 

Our ability to continue as a going concern is dependent on our ability to successfully implement our plans. Our management believes that it will be able to continue to grow our revenue base and control expenditures. In parallel, AGBA continually monitors its capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses, and growth strategy. These alternatives include external borrowings, raising funds through public equity, or tapping debt markets. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward. The unaudited condensed consolidated financial statements attached to this Form 10-Q do not include any adjustments that might result from the outcome of these uncertainties.

 

42

 

 

Future Liquidity 

 

On a recurring basis, the primary future cash needs of the Company will be focused on operating activities, working capital, capital expenditures, investment, regulatory and compliance costs. The ability of the Company to fund these needs will depend, in part, on its ability to generate or raise cash in the future, which is subject to general economic, financial, competitive, regulatory, and other factors that are beyond its control.

 

The ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets. Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising. Our management expects that the primary cash requirements in 2024 will be to fund capital expenditures for (i) expansion of the Distribution Business and (ii) Platform Business.

 

If our sources of liquidity need to be augmented, additional cash requirements would likely need to be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms, or at all, in the future.

 

We expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses. Based upon our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q. However, these forecasts involve risks and uncertainties, and actual results could vary materially.

 

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our brand, and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financings. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing shareholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

 

Cash Flows

 

As of March 31, 2024, we had cash and cash equivalents totalling $2.1 million, and $15.6 million in restricted cash.

 

As of December 31, 2023, we had cash and cash equivalents totalling $1.9 million, and $16.8 million in restricted cash.

 

Comparison of the three months ended March 31, 2024 and 2023

 

The following table summarizes our cash flows for the periods presented:

 

   Three months ended
March 31,
 
   2024   2023 
   (US$ in thousands) 
Net cash used in operating activities   (6,857)   (10,197)
Net cash provided by investing activities   2,168    3,989 
Net cash provided by financing activities   3,500    3,468 
Effect on exchange rate change on cash and cash equivalents   239    82 
Net change in cash, cash equivalents and restricted cash   (950)   (2,658)
Cash, cash equivalents and restricted cash, at the beginning   18,678    51,294 
Cash, cash equivalents and restricted cash, at the end   17,728    48,636 
Representing as:-          
Cash and cash equivalents   2,139    3,654 
Restricted cash – forward share purchase agreement       15,519 
Restricted cash – fund held in escrow   15,589    29,463 
    17,728    48,636 

 

43

 

 

The following table sets forth a summary of our working capital:

 

   As of         
   March 31,
2024
   December 31,
2023
   Variance 
   (US$ in thousands)   $   % 
Total Current Assets  $23,107   $25,619    (2,512)   (9.80)
Total Current Liabilities   48,068    47,840    228    0.47 
Working Capital Deficit   (24,961)   (22,221)   2,740    12.33 

 

Working Capital Deficit

 

The working capital deficit as of March 31, 2024 amounted to approximately US$24.96 million, as compared to approximately US$22.22 million at December 31, 2023, an increase of US$2.74 million or 12.33%.

 

Cash Flows from Operating Activities

 

Net cash used in operating activities was US$6.86 million for the three months ended March 31, 2024, as compared to net cash used in operating activities of US$10.20 million for the three months ended March 31, 2023.

 

Net cash used in operating activities for the three months ended March 31, 2024 was primarily the result of the net loss of US$8.06 million, an increase in deposits, prepayments, and others receivable of US$0.24 million, decrease in accounts payable and accrued liabilities of US$1.63 million, decrease in escrow liabilities of US$1.23 million, decrease in lease liabilities of US$0.48 million, and decrease in income tax payable of US$0.19 million. These amounts were partially offset by the increase in accounts receivable of US$1.18 million, and non-cash adjustments consisting of share-based compensation expense of US$1.75 million, non-cash lease expense of US$0.64 million, depreciation of property and equipment of US$0.02 million, interest income on notes receivable of US$0.01 million, interest expense on borrowings of US$0.18 million, net foreign exchange loss of US$0.23 million, net investment loss of US$0.04 million, and allowance for expected credit losses of US$0.99 million.

 

Net cash used in operating activities for the three months ended March 31, 2023 was primarily the result of the net loss of US$12.1 million, an increase in accounts receivable of US$0.5 million, increase in deposit, prepayments, and other receivables of US$0.5 million, decrease in escrow liabilities of US$0.02 million and decrease in income tax payable of US$0.2 million. These amounts were partially offset by the decrease in loans receivables of US$0.01 million, increase in accounts payable and accrued liabilities of US$1.2 million, and non-cash adjustments consisting of share-based compensation expense of US$3.9 million, depreciation of property and equipment of US$0.1 million, net foreign exchange gain of US$0.6 million, net investment income of US$1.7 million, and change in fair value of forward share purchase liability of US$0.08 million.

 

Cash Flows from Investing Activities

 

Net cash provided by investing activities for the three months ended March 31, 2024 of US$2.17 million was primarily due to proceeds from sale of long-term investments of US$2.15 million and proceeds from disposal of property and equipment of US$0.02 million.

 

Net cash provided by investing activities for the three months ended March 31, 2023 of US$3.99 million was primarily due to proceeds from sale of long-term investments of US$3.97 million, dividend received from long-term investments of US$0.61 million, offset by the purchase of notes receivable of US$0.59 million.

 

Cash Flows from Financing Activities

 

Net cash provided by financing activities for the three months ended March 31, 2024 of US$3.50 million was primarily due to advances from the holding company of US$3.50 million.

 

Net cash provided by financing activities for the three months ended March 31, 2023 of US$3.47 million was primarily due to advances from the shareholder of US$1.68 million and proceeds from borrowings of US$1.78 million.

 

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Liquidity and Going Concern

 

Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The management of the Company estimates that currently available cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date that these unaudited condensed consolidated financial statements were made available to be issued.

 

For the three months ended March 31, 2024, we reported a net loss of approximately US$8.06 million. With a significant decrease in our operating expenses, described in the paragraph below, we had an accumulated deficit of approximately US$73.66 million as of March 31, 2024.

 

Coupled with the economic recession in Hong Kong, we reported a sales decline with total revenue of approximately US$7.66 million for the three months ended March 31, 2024 (three months ended March 31, 2023: US$11.07 million) and resulting with an operating loss of approximately US$7.86 million (three months ended March 31, 2023: US$14.58 million). We expect to continue our business growth, while closely monitoring our future spending.

 

Our ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans. Our management team believes that we will be able to continue to grow our revenue base and control our expenditures. In parallel, our management team will continually monitor our capital structure and operating plans and search for potential funding alternatives in order to finance our business development activities and operating expenses. These alternatives may include merger and acquisitions, borrowings, raising funds through public equity or debt markets. However, we cannot predict the exact amount or timing of the alternatives or guarantee those alternatives will be favorable to our shareholders. Any failure to obtain financing when required will have a material adverse impact on our business, operation and financial result.

 

Without realization of additional capital, there is substantial doubt about the Company can continue as a going concern until such time, as the Company is able to secure adequate financial resources and capital that provides the required capital to continue to settle its debts as they fall due and sustain the operation through the next 12 months from the date that these unaudited condensed consolidated financial statements were made available to issue.

 

Capital commitments

 

Sale and Purchase Agreement — Pursuant to the Agreement entered with Sony Life Singapore Pte. Ltd. (“SLS”), the Company is committed to purchase 100% equity interest in Sony Life Financial Advisers Pte. Ltd. for a cash consideration of SGD2,500,000 (equivalent to $1,882,000). On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing date of the transaction from December 31, 2023 to March 31, 2024. On March 29, 2024, the Company and SLS entered into a third supplementary agreement to extend the closing date of the transaction from March 31, 2024 to May 9, 2024. Pursuant to the third supplementary agreement, the Company subsequently paid SGD250,000 (equivalent to $188,200) to SLS as the partial payment to cash consideration on April 12, 2024. On May 9, 2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May 9, 2024 to May 20, 2024.

 

Nasdaq Compliance — On September 20, 2023, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A). The Notice had no immediate effect but, before March 18, 2024, the Company was required to regain compliance by trading at least $1.00 per share for a minimum of 10 consecutive trading days. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On March 20, 2024, Nasdaq granted an additional 180 calendar days period or until September 16, 2024, to the Company to regain the compliance. On May 3, 2024, the closing bid price of the ordinary shares of the Company has been over $1.00 per share for a minimum of 10 consecutive trading days. Accordingly, Nasdaq confirmed that the Company had regained compliance with Rule 5550(a)(2) and that this matter is now closed.

 

45

 

 

Off-Balance Sheet Arrangements

 

We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.

 

We have not engaged in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

 

Stock Repurchase Program

 

On April 18, 2023, our Board of Directors approved the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”). Under the 2023 Share Repurchase Program, we are authorized to re-purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term of one year, no later than April 18, 2024. The 2023 Share Repurchase Program expired subsequently on April 18, 2024 with no extension applied.

 

Critical Accounting Policies, Judgements and Estimates

 

The preparation of financial statements in conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed consolidated financial statements. Actual results could differ from those estimates. There have been no material changes to our critical accounting policies and estimates as reported in our 2023 Annual Report on Form 10-K. 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective   to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations on Effectiveness of Controls and Procedures

 

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.

   

46

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

As of March 31, 2024, the Company involved with various legal proceedings:

 

Action Case: HCA702/2018 On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff. This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff. On February 23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

 

Action Case: HCA765/2019 On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, shareholders and financial consultant by the Plaintiff. This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory damage of approximately $2 million (equal to HK$17.1million). On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7 days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial. The case is on-going and parties have yet to attempt mediation. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

 

Action Case: HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $1.67 million (equal to HK$13 million). The Company previously made $0.84 million as contingency loss for the year ended December 31, 2021. Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or any further potential loss, if any.

 

Action Case: HCA1957/2023 On December 15,2023, the Company received an order from the High Court of the Hong Kong Special Administrative Region, demanding the Company to pay and settle the outstanding rent/mesne profit, management fees, air-conditioning charges, additional air-conditioning charges, government rates and interest in an aggregated amount of $1,383,424 (equivalent to HK$10,799,560) to the landlord of the office premises in four instalments scheduled from January 15, 2024 to March 31, 2024 together with legal costs of $6,405 (equivalent to HK$50,000). During the three months ended March 31, 2024, the Company settled all the outstanding amount and the case is closed.

 

ITEM 1A. RISK FACTORS.

 

As smaller reporting company we are not required to make disclosures under this Item.

  

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

The Company approved a share repurchase program on April 18, 2023 authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term of one year. The Company did not repurchase ordinary shares or entered into 10b5-1 plan during the three months period ended March 31, 2024. The Company adopted its share repurchase plan with the goal of returning excess capital to shareholders in accordance with our capital allocation policy. The share repurchase plan permits the exercise of the plan through open-market repurchases, private transactions and other similar transactions.

 

The repurchase program expired subsequently on April 18, 2024 with no extension applied.

 

Company Rule 10b5-1 Trading Arrangements

 

The Company did not repurchase ordinary shares or entered into 10b5-1 plan during the three months period ended March 31, 2024.

 

Other Information

 

During the quarter ended March 31, 2024, none of the Company’s directors or officers who are subject to the filing requirements of Section 16 of the Securities Exchange Act adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

 

47

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None

 

ITEM 6. EXHIBITS.

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

No.   Description of Exhibit
31.1*   Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*   Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**   Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*   Inline XBRL Instance Document
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*   Inline XBRL Taxonomy Extension Schema Document
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*   Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

* Filed herewith.
   
** Furnished.

 

48

 

 

SIGNATURES

 

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

 

  AGBA GROUP HOLDING LIMITED
     
Date: May 15, 2024 By: /s/ Ng Wing Fai
  Name:  Ng Wing Fai
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
Date: May 15, 2024 By: /s/ Shu Pei Huang, Desmond
  Name:  Shu Pei Huang, Desmond
  Title: Chief Financial Officer
    (Principal Financial and Accounting Officer)

 

49

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