SecProbe.io

CORRESP
1
filename1.htm

    Loeb & Loeb LLP

    2206-19 Jardine House 1
    Direct
    +852-3923-1111

    Connaught Road Central
    Main
    +852-3923-1111

    Hong Kong SAR
    Fax
    +852-3923-1100

May 26, 2023

United States Securities and Exchange Commission
(the “Commission”)

Division of Corporation Finance

Office of Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: John Stickel and Susan Block

    Re:

    AGBA Group Holding Ltd.

    Registration Statement on Form S-1

    Filed on April 26, 2023

    File No. 333-271456

Dear Mr. Stickel and Ms. Block:

On behalf of our client, AGBA
Group Holding Ltd. (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the
Commission (the “Staff”) with respect to the above-referenced Registration Statement on Form S-1 filed on April 26, 2023 (the
“Registration Statement”) contained in the Staff’s letter dated May 17, 2023 (the “Comment Letter”).

The Company has publicly
filed an amendment No. 1 to registration statement on Form S-1 (the “Amendment”) accompanying this response letter,
which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of
reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page
references in the responses set forth below refer to the page numbers in the Registration Statement. Terms not otherwise defined
herein have the meanings given to them in the Amendment.

Form S-1 filed on April 26, 2023

General

1. Please provide your analysis as to why TAG Holdings Limited should not be deemed an underwriter within
the meaning of Section 2(a)(11) of the Securities Act, or revise to identify TAG Holdings Limited as an underwriter.

Response:

TAG Holdings Limited (“TAG Holdings”)
is not an underwriter within the meaning of Section 2(a)(11) of the Securities Act and the Company has amended page vii in response to
the Staff’s comment.

The
Company wishes to supplementally advise the Staff that TAG Holdings should not be considered a deemed underwriter for reasons as set out
below.

Section 2(a)(11)
of the Securities Act defines an underwriter as “any person who has purchased from an issuer with a view to, or offers or sells
for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation in any such
undertaking, or participates or has a participation in the direct or indirect underwriting of any such underwriting…”
The Division of Corporation Finance (the “Division”) provided further guidance in Compliance and Disclosure Interpretation
612.09 (January 26, 2009) on the question of whether a “purported secondary offering is really a primary offering, i.e., the selling
shareholders are actually underwriters selling on behalf of an issuer” is a highly fact-specific question that should take into
account the following considerations: (i) how long the selling shareholders have held the shares; (ii) the circumstances under which they
received them; (iii) their relationship to the issuer; (iv) the amount of shares involved; (v) whether the sellers are in the business
of underwriting securities; and (vi) whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

Los Angeles     New
York      Chicago      Nashville      Washington, DC      San Francisco      Beijing      Hong Kong      www.loeb.com

For the United States
offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability partnership.

    United States Securities and Exchange Commission

    Page 2

The
Company believes that the following analysis establishes that TAG Holdings is not a broker-dealer or affiliates of a broker-dealer and
accordingly, should not be deemed a statutory underwriter.

 (1) How long TAG Holdings has held the shares

TAG Holdings acquired AGBA Shares that it holds in the Company pursuant
to closing of the Business Combination on November 14, 2022, in consideration of TAG Holdings’ disposal of OnePlatform Holdings
Limited (“OPH”) and TAG Asia Capital Holdings Limited (“Fintech”) at the closing at a share value of $10.00 per
share. As far as the Company is aware, TAG Holdings has full economic and market risk relating to their ownership of the AGBA Shares.
It has been more than 180 days since closing of the Business Combination. Accordingly, the Company believes that the AGBA Shares held
by TAG Holdings have come to rest.

More
crucially, pursuant to the Business Combination Agreement Waiver and Agreement dated October 21, 2022 (the “Undertaking”),
entered by and among AAL, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, Fintech, OPH, TAG Asia Capital
Holdings Limited, and TAG, TAG made an undertaking not to make any distribution of the AGBA Shares issued to it at the closing of
the Business Combination to its ultimate beneficial shareholders, provided that nothing in that undertaking would prevent TAG,
subject to compliance with applicable law, from selling or disposing of any or all of such AGBA Shares to any other person or persons
for value consideration. TAG Holdings holds 55,000,000 AGBA Shares at closing of the Business Combination and to date, no AGBA
Shares has been disposed of by TAG Holdings.

The Company believes
the period of time that TAG Holdings will have held the AGBA Shares and has borne the economic and market risk of such ownership, together
with the undertaking described above, evidence that it is acting for its own behalf and is not acting as a statutory underwriter.

 (2) The circumstances under which it received the shares

Please refer to the
analysis above regarding the Business Combination (which includes the 10,000,000 AGBA Shares that TAG Holdings intends to sell under this
offering).

 (3) Relationship to the Company

TAG Holdings was the
sole owner of OPH and Fintech, being the target businesses acquired by AGBA upon consummation of the Business Combination. Upon consummation
of the Business Combination, TAG Holdings held 92.22% of the share capital of the Company on November 16, 2022. Additionally, all directors
and executive officers of the Company are designated by TAG Holdings (acting as a principal shareholder of AGBA) and pursuant to the terms
of the Business Combination Agreement.

The Company is not
entitled to any proceeds from the sale of AGBA Shares by any selling shareholders.

Notwithstanding that
TAG Holdings is likely a “controlling person” the Company within the definition of Section 20 of Exchange Act and be subject
to “controlling person” liabilities, as explained in the foregoing and the below (in particular, TAG Holdings did not acquire
AGBA Shares from the Company with the view of distributing the securities subsequently), TAG Holdings shall not be deemed a statutory
underwriter.

    United States Securities and Exchange Commission

    Page 3

 (4) Amount of shares involved

TAG may sell up to 10,000,000 of its
AGBA Shares, which constitutes approximately 18.6% of the AGBA Shares owned by TAG, which is a beneficial owner of 53,835,000 AGBA shares.
TAG, as a legacy sole owner of Company’s core business (operated by OPH and Fintech), acquired ABGA shares upon closing of the Business
Combination on November 14, 2022. TAG acquired AGBA shares more than 180 days ago without a view to offer or sell for the Company in connection
with any distribution of securities. In addition, pursuant to the Business Combination Agreement Waiver and Agreement dated October 21,
2022, TAG made an undertaking not to make any distribution of AGBA shares issued to Aggregate Stock Consideration issued to it at the
closing of the Business Combination to its ultimate beneficial shareholders. Given the totality of circumstances, we believe that TAG
has borne the economic and market risk of such ownership and is acting for its own behalf in this offering and not as an underwriter.

 (5) Whether TAG Holdings is in the business of underwriting securities

TAG Holdings Limited,
as a member of the Legacy Group, engages mainly in investment holding including OPH and Fintech and does not engage in underwriting of
securities. In connection with the proposed sale of the AGBA Sale Shares, TAG Holdings has not entered
into any agreement, nor is any agreement being contemplated, whereby they would serve as underwriters in connection with this offering
(whether with HKSCC Nominees Limited, other broker-dealers or otherwise in accordance with the terms of the Undertaking). For this reason
and the discussions above, the Company believes TAG Holdings did not acquire their shares with a view to distribution and thus should
not be viewed as “statutory underwriters” in connection with this offering.

 (6) Whether under all the circumstances it appears that TAG Holdings
is acting as a conduit for the Company

Given the totality
of circumstances including the relationship of TAG Holdings to the Company and this offering, TAG Holdings is not acting as a conduit
for the Company in a distribution to the public. The Company will not receive any proceeds from the sale of AGBA Shares by any selling
shareholders. The proceeds from the sale of shares will be used by each selling shareholder for its own purposes.

For the foregoing reasons, the
Company believes that TAG Holdings, is not and should not be considered, an “underwriter” under Section 2(a)(11) of
the Securities Act with respect to the sale of the shares in the proposed offering. The Company believes that the sale of the shares
in the proposed offering represents a true secondary offering consistent with the Division’s guidance.

2. Please revise to update your disclosures to reflect that the Business Combination has closed. For instance,
and without limitation, we note your disclosures on pages 31, 112 and 113, regarding management's belief that certain services will continue
following the business combination, and disclosure on page 54 that following the business combination you will independently manage the
capital structure and sources of liquidity.

Response: The Company has amended
pages iii, v, 2, 34, 62, 121-124 and other applicable places.

Prospectus Cover Page, page i

3. For each of the securities being registered for resale, disclose the price that the selling securityholders
paid for such securities or for the warrants, units or rights overlying such securities.

Response: The Company has amended
the prospectus cover page and page 12 of the Amendment in response to the Staff’s comment.

4. Disclose the exercise prices of the warrants compared to the market price of the underlying securities.
If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds section and disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion
on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: The Company has amended the prospectus cover page and pages 8, 42, 44 and 62 in response to the Staff’s comment.

    United States Securities and Exchange Commission

    Page 4

5. Please disclose the number of shares representing your public float. State, if true, that the shares
being registered for resale exceed your public float and state the percentage of your public float that the shares being offered for resale
represents. We also note that some of the shares being registered for resale were purchased by the selling securityholders for prices
considerably below the current market price of the Class A common stock. Highlight the significant negative impact sales of shares on
this registration statement could have on the public trading price of the Class A common stock. Also disclose the number of shares of
Class A common stock that were redeemed in connection with your business combination.

Response: The Company has amended
the cover page of the prospectus and page 12 in response to the Staff’s comments.

6. We note your disclosure that certain of the Selling Securityholders may realize a positive rate of
return on the sale of their AGBA Shares covered by this prospectus even if the market price of AGBA Shares is below the most recent closing
price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price.

Response: The Company has amended
the cover page of the prospectus in response to the Staff’s comment.

7. Please disclose prominently on the prospectus cover page that you are not a Hong Kong operating company
but a British Virgin Islands holding company with operations conducted by your subsidiaries.

Response: The Company has amended
the cover page of the prospectus in response to the Staff’s comment.

8. Provide prominent disclosure about the legal and operational risks associated with being based in or
having the majority of the company’s operations in Hong Kong. Your disclosure should make clear whether these risks could result
in a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s
ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location
of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated
Appropriations Act, 2023, and related regulations will affect your company. Your prospectus summary should address, but not necessarily
be limited to, the risks highlighted on the prospectus cover page.

Response: The Company has amended the cover page of the prospectus, pages and
16 in response to the Staff’s comment.

    United States Securities and Exchange Commission

    Page 5

9. Provide a description of how cash is transferred through your organization and disclose your intentions
to distribute earnings. State whether any transfers, dividends, or distributions have been made to date between the holding company, its
subsidiaries, and other entities, or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed
consolidating schedule and the consolidated financial statements. In addition, disclose here and in the prospectus summary whether you
have cash management policies that dictate how funds are transferred.

Response: The Company has amended page iii and added a section “Transfers
of Cash to and from Our Subsidiaries” in response to the Staff’s comment.

Prospectus Summary, page 1

10. Please disclose in this section each permission or approval that you, your subsidiaries, or other entities
are required to obtain from Chinese authorities to operate their business and to offer the securities being registered to foreign investors.
State whether you, your subsidiaries, or other entities are covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency that is required to approve you or your subsidiaries'
operations, and state affirmatively whether it has received all requisite permissions or approvals and whether any permissions or approvals
have been denied. Plea