AGBAU AGBA Acquisition Ltd

Item 3.02 Unregistered Sale of Equity Securities

On March 21, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) entered into an amendment (the “Amendment”) to a referral agreement dated May 7, 2020 (the “Referral Agreement”) entered by and between Apex Twinkle Limited (“Apex”) and Focus Developments Limited (now known as TAG Holdings Limited, the controlling shareholder of the Company). The Referral Agreement was related to referral services provided by Apex in connection with the business combination that ultimately involved AGBA Acquisition Limited, the predecessor of the Company. Pursuant to the Amendment, the Company and Apex agreed that $4,000,000 of the referral fee payable under the Referral Agreement shall be payable in to Apex in AGBA ordinary shares; and the remaining balance of $1,550,000 shall be paid by the Company to Apex in the future, on terms to be mutually agreed. The shares were valued based on a 5-day weighted-average price of AGBA ordinary shares, at an assumed value of $1.84 per share. AGBA issued 2,173,913 ordinary shares to Apex on March 21, 2023.

The above-described issuances have been determined to be exempt from registration under the Securities Act of 1933 in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.