AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA”), a multi-channel business platform delivering first-class financial services through machine-learning technologies, and Triller Corp. (“Triller”), a next generation, AI-powered, social media and live-streaming event platform, today announced that on August 30, 2024, the parties amended and restated their April 16, 2024 merger agreement (“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. (“AGBA Domestication”) as a Delaware corporation (“AGBA Delaware Parent”) 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 (the “Merger”) 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 (the “Merger Consideration”) 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 (the holders of Triller’s common and preferred stock are referred to together as the “Stockholders”), 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 (the “Closing”) 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 and summarized in the accompanying 8-K U.S. Securities and Exchange (“SEC”) filing.
For more details, please refer to AGBA’s Report on Form 8-K filed with the SEC on September 3, 2024. The latest press release is available on the company’s website, please visit: www.agba.com/ir.
