As filed with the Securities and Exchange Commission on August 29, 2024

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AGBA GROUP HOLDING LIMITED

(Exact name of registrant as specified in its charter)

AGBA Tower

68 Johnston Road

Wan Chai, Hong Kong SAR

(Address, including zip code, of registrant’s principal executive offices)

AGBA GROUP HOLDING LIMITED

2024 EQUITY INCENTIVE PLAN

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

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.

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 7(a)(2)(B) of the Securities Act. ☐

NOTE

AGBA Group Holding Limited, a British Virgin Islands company (the “Company” or “AGBA”), has prepared this registration statement in accordance with the requirements of Form S-8 (this “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), to register 16,000,000 ordinary shares, $0.001 par value per share, of the Company (the “Ordinary Shares”) that are reserved for issuance or may become issuable in respect of awards under the AGBA Group Holding Limited 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

The documents containing the information specified in Part I of the instructions to the Registration Statement on Form S-8 will be sent or given to participants in the 2024 Equity Incentive Plan as required by Rule 428(b)(1) promulgated under the Securities Act. Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “Commission”), either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference in Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

The Company will provide a written statement to participants in the 2024 Equity Incentive Plan pursuant to Rule 428(b) promulgated under the Securities Act, advising them of the availability, without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II of this Registration Statement, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into such documents), as well as a statement that such documents are incorporated by reference in the Section 10(a) prospectus. Requests should be directed to AGBA Group Holding Limited at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong SAR, Attention: Office of the General Counsel, Telephone: +852 3601 8000.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission, are incorporated by reference into, and shall be deemed to be a part of, this Registration Statement:

All reports and other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into, and shall be deemed to be a part of, this Registration Statement from the date of the filing of such reports or other documents; provided, however, that, unless expressly incorporated by reference into this Registration Statement, documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement under any circumstances.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed to be incorporated by reference into this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference into this Registration Statement modifies or supersedes such earlier document or statement. Any such document or statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Fifth Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) limit AGBA directors’ liability in accordance with British Virgin Islands (the “BVI”) law.

Subject to BVI law, the Memorandum and Articles provide that AGBA will, in certain situations, indemnify every director, secretary, or other officer (but not including the Company’s auditors) and the personal representatives of the same against all actions, proceedings, costs, charges, expenses, losses, damages, or liabilities incurred or sustained by such indemnified person, including legal fees, other than by reason of such person’s own dishonesty or fraud, as determined by a court of competent jurisdiction, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such person in defending (whether successfully or otherwise) any proceedings concerning the company or its affairs in any court whether in the British Virgin Islands or elsewhere. In addition to the foregoing, any director seeking indemnification under the Memorandum and Articles shall also have acted honestly and in good faith with a view to what that director believed to be the best interests of the Company and in the case of criminal proceedings had no reasonable cause to believe that the director’s conduct was unlawful.

AGBA plans to maintain a directors’ and officers’ insurance policy pursuant to which the Company’s directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe that these provisions in the Memorandum and Articles and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

Item 9. Undertakings.

(a) The Company hereby undertakes:

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, AGBA Group Holding Limited certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong, People's Republic of China, on August 29, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Robert E. Diamond, Jr. and Ng Wing Fai, acting alone or together with another attorney-in-fact, as his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to (i) act on, sign and file with the Commission any and all amendments (including post-effective amendments) to this Registration Statement, together with all schedules and exhibits thereto, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on, sign and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto such agents, proxies and attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agents, proxies and attorneys-in-fact, or any of their respective substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on August 29, 2024.

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of AGBA Group Holdings Limited, has signed this Registration Statement or amendment thereto in New York, on August 29, 2024.

Exhibit 5.1

BTPLaw LLC Advocates & Solicitors   137 Amoy Street, #03-02 Far East Square, Singapore 049965

AGBA Tower

68 Johnston Road

Wan Chai, Hong Kong SAR

Dear Sirs/Mdms,

AGBA GROUP HOLDING LIMITED (Company Number 1994475) (THE “COMPANY”)

We act as counsel as to British Virgin Islands law to the Company in connection with a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on 29 August 2024 (the “Registration Statement”) relating to the registration under the United States Securities Act of 1933, as amended (the “Securities Act”) of 16,000,000 ordinary shares of $0.001 par value each of the Company (the “Ordinary Shares”) that are reserved for issue or may become issuable in respect of awards under the AGBA Group Holding Limited 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”). Capitalised terms used in this Opinion shall have the meanings ascribed to them in this Opinion, and if not defined herein, the Registration Statement.

We are furnishing this opinion as Exhibit 5.1 to the Registration Statement.

BTPLaw LLC (UEN: 202036376Z) is a law corporation with limited liability.

This document is for the addressee(s) only and may contain confidential information and/or may be subject to legal privilege.

If you have received this in error, please contact us immediately.

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For the purpose of giving this opinion, we have conducted a search of (a) the public records of the Company on file and available for inspection at the Registry on 28 August 2024 at 08:30 hours BVI time (the “Company Search”) and (ii) the records of proceedings on file with, and available for inspection at the High Court and the Commercial Court of the British Virgin Islands on 28 August 2024 at 10:18 hours BVI time (the “Litigation Search”) in respect of the Company (together the Company Search and the Litigation Search shall be referred to as the “Searches”).

We have not made any investigation of the laws of any jurisdiction outside the British Virgin Islands and express no opinion as to laws other than the laws of the British Virgin Islands and matters governed by such laws.

References in this opinion to statutes and/or statutory provisions shall be construed as referring to such statutes or statutory provisions as respectively replaced, amended, extended or consolidated as at the date of this opinion.

For the purposes of giving this opinion we have assumed without taking any steps to verify the assumptions set out in Schedule 1 to this opinion (the “Assumptions”).

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This opinion is subject to the qualifications and reservations set out in Schedule 2 to this opinion (the “Qualifications”).

This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and any action arising out of it shall be subject to the exclusive jurisdiction of the courts of the British Virgin Islands, and by relying on this opinion you irrevocably submit to the exclusive jurisdiction of the British Virgin Islands courts.

This opinion applies only to the laws, facts and circumstances which exist at the date of this opinion and is limited to the matters expressly stated in this opinion. We assume no obligation or responsibility to update or supplement this opinion to reflect any law, fact or circumstance which may come to our attention, or any changes in the law which may occur after this date, or to inform the addressee of any such development.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement and any amendments thereto. In giving such consent, we do not consider that we are “experts” within the meaning of such term as used in the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

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This opinion is given by BTPLaw LLC and no partner or employee thereof assumes any personal responsibility for it or owes any duty of care in respect of it save as to the extent permitted by law.

Yours faithfully

BTP LAW LLC

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SCHEDULE 1 - ASSUMPTIONS

In giving this opinion, we have assumed:

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SCHEDULE 2 - QUALIFICATIONS AND RESERVATIONS

The opinions expressed in our opinion are subject to the following qualifications and reservations:

Exhibit 10.2

AGBA GROUP HOLDING LIMITED

2024 EQUITY INCENTIVE PLAN

AWARD AGREEMENT

THIS AGREEMENT (the “Agreement”) made as of ___________, 2024 [insert date on which Company awards the Awarded Shares] (the “Grant Date”), by and between AGBA Group Holding Limited, a British Virgin Islands business company (the “Company”), and ___________________ (the “Grantee”).

WITNESSETH:

WHEREAS, the Company has adopted and maintains the AGBA Group Holding Limited Share Award Scheme effective [____], 2024 (the “Scheme”), and

WHEREAS, the Board or the Remuneration Committee of the Board (the “Committee”) has authorized the award to the Grantee of Awarded Shares under the Scheme, on the terms and conditions set forth in the Scheme and as hereinafter provided,

NOW, THEREFORE, in consideration of the premises contained herein, the Company and the Grantee hereby agree as follows:

1. Scheme. This Award is made pursuant to the terms of the Scheme which are incorporated herein by reference. Terms used in this Agreement which are defined in the Scheme shall have the same meanings as set forth in the Scheme.

2. Award of Awarded Shares. The Company hereby grants to the Grantee [insert # of shares] ordinary shares of the Company (referred to herein as the “Awarded Shares” or “Restricted Stock”). All such Awarded Shares shall be subject to the restrictions and forfeiture provisions contained in Sections 3, 4 and 5, such restrictions and forfeiture provisions to become effective immediately upon execution of this Agreement by the parties hereto.

3. Vesting. Except as provided below and subject to the Grantee’s continued service with the Company for the applicable vesting period, the shares of Awarded Shares shall vest, no longer be subject to restrictions and become transferable pursuant to the terms of the Scheme and Articles pursuant to the following schedule (the “Vesting Schedule”), subject to consideration received by the Company [insert # amount]/[the nominal amount equivalent to the aggregate par value of the Shares to be issued by the Company]:

[Insert Vesting Schedule]¹

The Awarded Shares shall not be transferable unless and until (and solely to the extent) the Grantee satisfies the vesting requirements contained herein. To the extent the above vesting requirements are not satisfied, the nonvested Awarded Shares shall be forfeited by the Awardee.

4. Termination of Service. In the event of the Grantee’s Termination of Service with the Group, as applicable, for any reason prior to vesting of the Awarded Shares, the terms of Section 5 of the Scheme shall control.

5. Change of Control. Notwithstanding the vesting requirements contained in Section 3, upon a Change of Control, the Board shall have the discretion to decide whether the Awarded Shares shall vest or lapse on the date when such change of control event becomes or is declared unconditional pursuant to Section 6.1 of the Scheme.

6. Voting. The Grantee shall have the voting rights of a shareholder of Shares with respect to the shares of Restricted Stock that have vested.

7. Regulation by the Committee. This Agreement and the Awarded Shares shall be subject to the administrative procedures and rules as the Committee shall adopt. All decisions of the Committee upon any question arising under the Scheme or under this Agreement, shall be conclusive and binding upon the Grantee.

8. Withholding. The Group shall be entitled to deduct and withhold the minimum amount necessary in connection with the Grantee’s shares of this Restricted Stock Award to satisfy its withholding obligations under any and all applicable national, federal, state and/or local tax rules or regulations.

9. Amendment. The Committee may amend this Agreement at any time and from time to time; provided, however, that no amendment of this Agreement that would materially and adversely impair the Grantee’s rights or entitlements with respect to the Restricted Stock shall be effective without the prior written consent of the Grantee.

10. Grantee Acknowledgment. Grantee acknowledges and agrees that the vesting of Awarded Shares pursuant to this Agreement is earned pursuant to the Vesting Schedule. Grantee further acknowledges and agrees that nothing in this Agreement, nor in the Scheme shall confer upon the Grantee any right to continue in the service of the Company, nor shall it interfere in any way with Grantee’s right or the Company’s right to terminate Grantee’s service at any time, with or without Cause. Grantee acknowledges receipt of a copy of the Scheme and represents that he or she is familiar with the terms and provisions thereof. Grantee has reviewed the Scheme and this Award in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award and fully understands all provisions of the Award. By executing this Agreement, the Grantee hereby agrees to be bound by all of the terms of both the Scheme and this Agreement. “Cause” shall mean (i) for a Grantee who is a party to an employment or service agreement with the Group which agreement defines “Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or (ii) for a Grantee who is not a party to such an agreement, “Cause” shall mean termination by the Group of the employment (or other service relationship) of the Grantee by reason of the Grantee’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Grantee’s duties, (C) involvement in a transaction which is materially adverse to the Group, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Group, or (G) material breach of any provision of the Scheme or the Grantee’s Agreement or any other written agreement between the Grantee and the Group, in each case as determined in good faith by the Board, the determination of which shall be final, conclusive and binding on all parties.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference on this Form S-8 of AGBA Group Holding Limited and its subsidiaries (collectively the “Company”), of our report dated March 28, 2024, which appears in the Annual Report on Form 10-K (File No. 001-38909) filed with the U.S. Securities Exchange Commission (“SEC”) on March 28, 2024, with respect to the consolidated balance sheets of the Company as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity for the year ended December 31, 2023, and the related notes included herein.

San Mateo, California	WWC, P.C.
August 29, 2024	Certified Public Accountants
	PCAOB ID No. 1171

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

AGBA Group Holding Limited