New Risk • Aug 16
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$37m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$37m free cash flow). Negative equity (-US$8.1m). Earnings have declined by 68% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Shareholders have been diluted in the past year (21% increase in shares outstanding). Reported Earnings • Aug 16
Second quarter 2024 earnings released: US$0.14 loss per share (vs US$0.16 loss in 2Q 2023) Second quarter 2024 results: US$0.14 loss per share. Revenue: US$4.90m (down 72% from 2Q 2023). Net loss: US$11.4m (loss widened 7.4% from 2Q 2023). Recent Insider Transactions Derivative • Jun 19
Group Chief Operating Officer notifies of intention to sell stock Suet Fai Wong intends to sell 20k shares in the next 90 days after lodging an Intent To Sell Form on the 17th of June. If the sale is conducted around the recent share price of US$3.15, it would amount to US$63k. Since September 2023, Suet Fai's direct individual holding has increased from 200.00k shares to 980.98k. There have been no trades via on-market transactions or options from company insiders in the last 12 months. Reported Earnings • May 17
First quarter 2024 earnings released: US$0.12 loss per share (vs US$0.20 loss in 1Q 2023) First quarter 2024 results: US$0.12 loss per share (improved from US$0.20 loss in 1Q 2023). Revenue: US$7.66m (down 31% from 1Q 2023). Net loss: US$8.06m (loss narrowed 33% from 1Q 2023). Duyuru • May 07
AGBA Group Holding Regains Compliance with the Minimum Bid Price Requirement Under Nasdaq Listing Rule 5550(a)(2) for Continued Listing AGBA Group Holding Limited (the ‘Company’ or the ‘Group’) reaffirmed its unwavering dedication to creating shareholder value through a collaborative team effort and strategic initiatives. Since going public via a SPAC in November 2023, AGBA's team of over 1,500+ employees has worked tirelessly everyday in delivering steady growth persistently quarter after quarter maintaining market leadership. At the same time, the company work constantly testing and creating partnership and acquisition opportunities that would provide important long-term strategic advantages. The $4 billion merger of AGBA and Triller announced on April 18, is a direct result of such team efforts. AGBA’s shares have traded well. As a result, the company has been informed by The Nasdaq Stock Market LLC (‘Nasdaq’) that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) (the ‘Rule’) for continued listing. The company’s teams have wasted no time in joining forces and collaborating closely across all areas of operations and planning. The integration efforts are well underway, leveraging the expertise and synergies of both organizations to drive enhanced stakeholder value. As the company progress through the integration and regulatory approval process, the company teams remain motivated and confident in the merger's potential to unlock new growth opportunities and deliver enhanced value to the company’s stakeholders. Mr. Wing-Fai Ng, Group President of AGBA Group Holding Limited said ‘Creating shareholder value is not a throwaway line at AGBA. We single-mindedly focus on it. Our colleagues and I are proud shareholders in our exceptional company. We are deeply grateful and highly energized by the overwhelmingly positive response to our $4 billion merger with Triller. We are all excited about working non-stop to seize this 'once-in-a-generation' opportunity’. New Risk • Apr 19
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 45% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Share price has been highly volatile over the past 3 months (45% average weekly change). Minor Risks Shareholders have been diluted in the past year (25% increase in shares outstanding). Market cap is less than US$100m (US$75.9m market cap). Duyuru • Apr 11
Nasdaq Confirms AGBA Group Holding Limited Regains Compliance with Rule 5550(b)(1) As previously disclosed, on January 3, 2024, AGBA Group Holding Limited received a letter from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires companies listed on Nasdaq to maintain a minimum Market Value of Listed Securities (“MVLS”) of at least $35 million. In its annual report on Form 10-K for the period ended December 31, 2023 filed on March 28, 2024, the Company reported shareholders’ equity of $8,102,771. On April 10, 2024, Nasdaq confirmed that the Company had regained compliance with Rule 5550(b)(1) and that this matter is now closed. Reported Earnings • Apr 01
Full year 2023 earnings released: US$0.75 loss per share (vs US$0.79 loss in FY 2022) Full year 2023 results: US$0.75 loss per share. Revenue: US$54.2m (up 74% from FY 2022). Net loss: US$49.2m (loss widened 11% from FY 2022). Duyuru • Mar 22
AGBA Group Holding Receives Notice from Nasdaq Regarding Non-Compliance with the Minimum Bid Price Requirement As previously disclosed on a Form 8-K filed on September 20, 2023, AGBA Group Holding Limited (“AGBA” or the “Company”) received a notification letter (the “Notification Letter”) from the Listings Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) regarding a failure to meet Nasdaq’s minimum bid price requirements (the “Minimum Bid Price Requirement”). The Notification Letter informed the Company that the minimum closing bid price per share for its ordinary share was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set in Nasdaq Listing Rule 5550(a)(2). In accordance with its Listing Rules, the Company has a compliance period of 180 calendar days, or until March 18, 2024, to regain compliance with Nasdaq’s minimum bid price requirement. On March 20, 2024, the Company received a letter from Nasdaq notifying the Company that, while the Company has not regained compliance with the Minimum Bid Price Requirement, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until September 16, 2024, (the “Second Compliance Period”) to regain compliance. If at any time during the Second Compliance Period, the closing bid price of the Company’s ordinary share is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide the Company with written confirmation of compliance. If compliance with the Minimum Bid Price Requirement cannot be demonstrated by September 14, 2024, Nasdaq will provide written notification that the Company’s ordinary shares will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel. Duyuru • Jan 10
AGBA Group Holding Receives Non-Compliance Notice From Nasdaq On January 3, 2024, AGBA Group Holding Limited (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2) (the “Rule”) because the Company has not maintained a minimum Market Value of Listed Securities (“MVLS”) of at least $35 million. The Notice has no immediate effect on the listing or trading of the Company’s securities. The Company has 180 calendar days from the date of the Notice, or until July 1, 2024, to regain compliance. If at any time during this 180 day period the MVLS is at least $35 million for a minimum of ten consecutive business days, Nasdaq will provide the Company with written confirmation of compliance and this matter will be closed. If the Company does not regain compliance with the MVLS requirement within the compliance period, the Company’s ordinary shares will be subject to delisting. In the event the Company receives notice that the Company’s ordinary shares are being delisted, Nasdaq’s rules permit the Company to appeal the delisting determination by the Nasdaq staff to a hearings panel. The Company intends to monitor the market value of the Company’s listed securities and may, if appropriate, consider available options to regain compliance with the MVLS requirement. There can be no assurance that the Company will be able to regain compliance with the MVLS requirement. Duyuru • Dec 03
AGBA Group Holding Limited, Annual General Meeting, Dec 28, 2023 AGBA Group Holding Limited, Annual General Meeting, Dec 28, 2023, at 10:00 China Standard Time. Location: 1/F, AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong Wan Chai Hong Kong Agenda: To discuss elect five directors to the Board of Directors to hold office until the 2024 annual meeting of stockholders; to ratify the appointment of WWC, P.C. (“WWC”) as independent registered public accounting firm for fiscal year ending December 31, 2023; to approve an amendment to Fifth Amended and Restated Memorandum and Articles of Association to increase the number of ordinary shares; and to discuss other matters. New Risk • Nov 17
New major risk - Negative shareholders equity The company has negative equity. Total equity: -US$2.9m This is considered a major risk. Being in negative equity means that the company's liabilities exceed its assets, meaning it owes more to creditors than it has in owned assets. While this doesn't mean the company is about to collapse, in the long-term, this is unsustainable. The company may have issues meeting financial obligations, is at risk of becoming insolvent and may have difficulty raising capital, especially more debt, if needed. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$2.9m). Minor Risks Share price has been volatile over the past 3 months (11% average weekly change). Shareholders have been diluted in the past year (13% increase in shares outstanding). Market cap is less than US$100m (US$32.4m market cap). Reported Earnings • Nov 17
Third quarter 2023 earnings released: US$0.19 loss per share (vs US$0.28 loss in 3Q 2022) Third quarter 2023 results: US$0.19 loss per share (improved from US$0.28 loss in 3Q 2022). Revenue: US$13.2m (up 6.0% from 3Q 2022). Net loss: US$12.9m (loss narrowed 22% from 3Q 2022). Duyuru • Nov 09
AGBA Group Holding Limited announced that it expects to receive $7.49142 million in funding AGBA Group Holding Limited announced that entered into term sheets for a private placement offering with an institutional investor, the company's president, Wing-Fai Ng and company's management team to issue 8,918,357 common shares at an issue price of $0.7 per share for the gross proceeds of $6,242,850 and 1,783,671 warrants share at an issue price of $0.70 per share for the gross proceeds of $0.70 per share for the gross proceeds of $1,248,569.7; aggregate gross proceeds of $7,491,419.7 on November 7, 2023. The purchase price of the Share Placement will be $0.70 per ordinary share of the Company and associated warrants. The subscribers to the shares will receive one warrant for every five shares subscribed. Each warrant is exercisable into one ordinary share at $1.00 per share six months after the issuance of the warrants. There is also conversations are ongoing with additional investors that are interested in participating in the Share Placement, which may further increase the total amount of the Share Placement. The Warrants will be exercisable six months after the issuance date for a period of five years after the exercise date. The securities sold in the Offering were sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506 of Regulation D promulgated thereunder. The Warrants have an exercise price of $1.00 per Ordinary Share and shall be exercised with more than $500,000 for each exercise. Board Change • Oct 01
High number of new and inexperienced directors There are 5 new directors who have joined the board in the last 3 years. The company's board is composed of: 5 new directors. No experienced directors. No highly experienced directors. Independent Director Felix Wong is the most experienced director on the board, commencing their role in 2022. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Duyuru • Sep 24
AGBA Group Holding Receives Written Notice from the Listing Qualifications Department of the Nasdaq Stock Market On September 20, 2023, AGBA Group Holding Limited received written notice from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that, based on the closing bid price of the Company’s ordinary shares, par value $0.001 per share, 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, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading days. The Notice has no immediate effect on the listing of the Ordinary Shares on The Nasdaq Capital Market. Pursuant to the Nasdaq Listing Rules, the Company has been provided an initial compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Common Stock must be at least $1.00 per share for a minimum of 10 consecutive trading days prior to March 18, 2024, and the Company must otherwise satisfy The Nasdaq Capital Market’s requirements for continued listing. If the Company does not regain compliance by March 18, 2024, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would be required, among other things, to meet the continued listing requirement for market value of publicly held shares as well as all other standards for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. If the Company does not regain compliance within the compliance period(s), including any extensions that may be granted by Nasdaq, the Ordinary Shares will be subject to delisting. The Company intends to monitor the closing bid price of the Ordinary Shares and consider its available options to resolve the noncompliance with the Minimum Bid Price Requirement, including effecting a reverse stock split. There can be no assurance that the Company will be able to regain compliance with The Nasdaq Capital Market’s continued listing requirements or that Nasdaq will grant the Company a further extension of time to regain compliance, if applicable. Duyuru • Sep 21
AGBA Group Holding Limited Announces Management Changes On September 19, 2023, Mr. Wing-Fai Ng resigned as Chairman of the board of directors (the “ Board”) of AGBA Group Holding Limited while remaining as an executive director of the Board and Chief Executive Officer of the Company. Mr. Ng will continue to focus on the management of AGBA and there is no disagreement surrounding his resignation. Simultaneously, Mr. Robert E. Diamond, Jr. was appointed as Chairman of the Board, effective immediately. Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital and has been since its inception in 2013. Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays and was responsible for Barclays Capital and Barclays Global Investors (“BGI”). He became an executive director of Barclays in 2005 and was a member of the Barclays Executive Committee. Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Further, on September 19, 2023, Ms. Wong Suet Fai, Almond resigned as an executive director of the Board while remaining as Group Chief Operating Officer of the Company. Buying Opportunity • Sep 18
Now 20% undervalued after recent price drop Over the last 90 days, the stock is down 51%. The fair value is estimated to be US$0.90, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 367% over the last year. Meanwhile, the company became loss making. Duyuru • Sep 09
AGBA Group Holding Limited announced that it expects to receive $50 million in funding from Williamsburg Venture Holdings, LLC AGBA Group Holding Limited announced a that it has entered into a purchase agreement with the new investor Williamsburg Venture Holdings, LLC to issue common shares for the gross proceeds of $50,000,000 on September 7, 2023. The Investor shall be obligated to purchase, such number of ordinary shares of company and at such price as are determined in accordance with the Equity Purchase Agreement. In consideration of company's Put rights, the Investor shall be entitled to 600,000 ordinary shares within no later than 5 trading days from the date of the Equity Purchase Agreement and pursuant to the Equity Purchase Agreement, the Investor may not acquire at any point, more than 5% of the outstanding ordinary shares. Buying Opportunity • Aug 24
Now 23% undervalued after recent price drop Over the last 90 days, the stock is down 55%. The fair value is estimated to be US$0.88, however this is not to be taken as a buy recommendation but rather should be used as a guide only. Revenue has grown by 367% over the last year. Meanwhile, the company became loss making. Reported Earnings • Aug 13
Second quarter 2023 earnings released: US$0.16 loss per share (vs US$2.30 loss in 2Q 2022) Second quarter 2023 results: US$0.16 loss per share (improved from US$2.30 loss in 2Q 2022). Revenue: US$17.4m (up 325% from 2Q 2022). Net loss: US$10.6m (loss narrowed 2.8% from 2Q 2022). Reported Earnings • May 17
First quarter 2023 earnings released: US$0.20 loss per share (vs US$0.089 loss in 1Q 2022) First quarter 2023 results: US$0.20 loss per share (further deteriorated from US$0.089 loss in 1Q 2022). Revenue: US$11.1m (up 433% from 1Q 2022). Net loss: US$12.1m (loss widened US$11.6m from 1Q 2022). Reported Earnings • Apr 08
Full year 2022 earnings released: US$0.79 loss per share (vs US$1.74 profit in FY 2021) Full year 2022 results: US$0.79 loss per share (down from US$1.74 profit in FY 2021). Revenue: US$31.1m (up 171% from FY 2021). Net loss: US$44.5m (down 146% from profit in FY 2021). Board Change • Jan 19
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. was the last director to join the board, commencing their role in . The following issues are considered to be risks according to the Simply Wall St Risk Model: Insufficient board refreshment. 
