News & Events zu AGBA Group Holding Ltd (AGBA)AGBAAGBA Group Holding Ltd

AGBA sees completion of Triller merger on or about October 14

AGBA and Triller announced that all steps have been finalized to move towards the completion of their merger, which is anticipated to take place on or about October 14, 2024, subject to final Nasdaq approval. The companies said, "This merger represents the next step in AGBA and Triller's collective strategic visions in the digital economy. The combination of AGBA and Triller will accelerate innovation, clear a path towards rapid growth and expand the combined company's market presence globally, creating unparalleled value for all stakeholders of the company. Backed by a stable shareholder base of world-renowned investors, a distinguished board and a strong leadership team, there is a unique opportunity to grow and take to the next level an exciting range of businesses, such as Triller's social media platform, which is poised for fast user growth, BKFC, the world's fastest growing combat league, TrillerTV, which streams more than 3,000 live events annually to households across the globe, and a suite of innovative AI and SaaS tools that are already used by top creators and global brands across all major social media platforms." The completion of the merger process will include a reverse AGBA stock split to remain in compliance with Nasdaq rules in connection with the merger. The reverse split is expected to take effect after the close of business on or about October 14, 2024. Subject to final Nasdaq approval of the merger, the Company anticipates that shares will begin trading on a split-adjusted basis under the new symbol ILLR on Nasdaq on or about October 15, 2024.

AGBA Acquisition, Triller announce amended, restated merger agreement

AGBA Group Holding Limited and Triller Corp. announced that on August 30, 2024, the parties amended and restated their April 16, 2024 merger agreement. This amended and restated Merger Agreement supersedes the original merger agreement between AGBA and Triller. In accordance with the Merger Agreement, AGBA will domesticate to the U.S. as a Delaware corporation and all AGBA ordinary shares, par value $0.001 per share, will automatically convert into the same number of shares of AGBA Delaware Parent upon successful AGBA Domestication and Delaware incorporation. Once the Triller Reorganization and the AGBA Domestication have occurred, the combined companies will merge and Triller will become a wholly owned subsidiary of AGBA Delaware Parent. Upon successful closing of the transaction, AGBA Delaware Parent will change its name to "Triller Group Inc." and the newly combined companies will operate under the Triller company name and expect to be traded on the Nasdaq under the ticker "ILLR". The merger consideration provided for in the Merger Agreement will be as follows: AGBA Delaware Parent (i) will issue 299,897,852 shares of AGBA Delaware Parent Common Stock to the current common stockholders of Triller, (ii) will issue 37,702,230 shares of preferred stock to the current preferred stockholders of Triller, and (iii) will convert all existing Triller restricted stock units into 54,020,128 AGBA Delaware Parent restricted stock units; and AGBA Delaware Parent also will reserve an aggregate of 54,020,128 shares of AGBA Delaware Parent Common Stock for future issuance upon the vesting of such restricted stock units. A total of 50,000,000 shares of AGBA Delaware Parent Common Stock will be held in escrow as reserved shares, which will be applied toward future settlement of certain Triller legal and financial obligations. AGBA and Triller have agreed that the closing of the Merger will occur as soon as possible, subject to regulatory clearance, approval by AGBA's shareholders and the other closing conditions provided for in the Merger Agreement.