AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA” of the “Company”), a multi-channel business platform delivering first-class financial services through machine-learning technologies, today announced the results of its general shareholder meeting (the “Meeting”) held on September 19, 2024. During the Meeting, AGBA’s shareholders resoundingly approved all proposals put forth for vote and moved AGBA’s merger with Triller Corp. to its final stage of completion. In the coming weeks, AGBA and Triller Corp. anticipate receiving Triller Group Inc.’s (the pro forma merged parent company) new Nasdaq listing approval, the final closing condition to the transaction, and expect their merger to close shortly thereafter.
Today’s Meeting and shareholder vote provided approval for AGBA to be re-domiciled in the State of Delaware and incorporated as a company under Delaware State Law operating under the new name “Triller Group Inc.”
The shareholder vote also approved the amended and restated merger agreement dated as of August 30, 2024 (“Merger Agreement”), by and between AGBA (to be renamed Triller Group Inc.), AGBA Social Inc., a wholly owned Delaware subsidiary of AGBA, Triller Corp. and Triller’s stockholder representative, with respect to the acquisition of 100% of the outstanding capital stock and conversion of all restricted stock units of Triller Corp., in exchange for common stock and preferred stock of the newly named Triller Group Inc. the conversion of all existing Triller Corp. restricted stock units into Triller Group Inc. restricted stock units, and the assumption of certain Triller Corp. warrants.
It was also agreed at the Meeting that AGBA’s Revised Charter Amendment would supersede and stand in substitution for the Charter Amendment Proposal to approve (i) the adoption and filing of the Company’s Sixth Amended and Restated Memorandum and Articles of Association to supersede and replace in its entirety AGBA’s Fifth Amended and Restated Memorandum and Articles of Association to, among other things, (A) increase the number of the Company’s ordinary shares authorized for issuance thereunder from 1,000,000,000 to 1,500,000,000, (B) authorize a new class of 100,000,000 class A preferred shares and authorize a new class of 45,000 super voting class B Shares, with each share entitled to 10,000 votes, and (C) to enable the majority shareholders to approve matters by written consent, and (ii) the adoption and filing of AGBA’s Seventh Amended and Restated Memorandum and Articles of Association to supersede and replace in its entirety the Company’s Sixth Amended and Restated Memorandum and Articles of Association to consolidate the above amendments and to effect the forward share split of the AGBA Ordinary Shares on a 1.9365 basis, and the resulting increase in the total number of authorized ordinary shares from 1,500,000,000 to 2,904,753,145 and increase in the outstanding AGBA Ordinary Shares from 97,736,035, shares to 189,265,804 shares and reduction in the par value of each AGBA Ordinary Shares from $0.001 to $0.000516395 (the “Share Split”).
AGBA’s shareholders authorized and approved that after its merger with Triller Corp. has closed, and based on the number of outstanding AGBA Ordinary Shares as of August 30, 2024, Triller Corp.’s Stakeholders will hold 70% of the aggregate of (i) the economic interests of the outstanding Triller Group Inc. capital stock plus (ii) the outstanding Triller Group Inc. RSUs, and the current AGBA shareholders will hold the remaining 30% (“Agreed Stakeholder Proportions”), and that AGBA’s Board of Directors (“Directors”) be and are hereby authorized to make such amendments and adjustments to the Merger Agreement and the numbers of securities to be so issued in Triller Group Inc., in their sole discretion, as may be required or desirable to give effect to the Merger Agreement Proposal and the Agreed Stakeholder Proportions.
Further, the shareholders granted to authorize and approve a reverse share split of AGBA Ordinary Shares in the range of 1 to 1.5 to 1 to 20 and grant to AGBA’s Directors the discretion and authority to determine the exact reverse split ratio, within the above specified range, (“Reverse Share Split”) and to further authorize and approve any consequential changes and amendments to AGBA’s memorandum and articles of association, and to authorize and grant discretion to AGBA’s Directors to do all things necessary to give effect to the Reverse Share Split as may be required.
These approved proposals reflect transformative changes being implemented at AGBA and mark a significant step forward for Triller Group Inc.’s future enhanced growth and positioning within the technology and social media industries.
For more information on today’s shareholder vote, please refer to AGBA’s Report on Form 6-K filed with the SEC on September 19, 2024. The latest press release is available on the company’s website, please visit: www.agba.com/ir.
