- AGBA's merger with Triller Corp. is on track to close
- Shareholder approval was granted for AGBA to be incorporated
as a Delaware Corporation and domiciled in the U.S., operating
under the name Triller Group Inc.
- All AGBA/Triller merger closing conditions have been met,
with the exception of the final Nasdaq listing regulatory approval,
soon anticipated
NEW
YORK, Sept. 19, 2024 /PRNewswire/ -- 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.
About AGBA
Established in 1993, AGBA Group Holding Limited (Nasdaq: "AGBA") is
a leading, multi-channel business platform that incorporates
cutting edge machine-learning and offers a broad set of financial
services and healthcare products to consumers through a tech-led
ecosystem, enabling clients to unlock the choices that best suit
their needs. Trusted by over 400,000 individual and corporate
customers, the Group is organized into four market-leading
businesses: Platform Business, Distribution Business, Healthcare
Business, and Fintech Business.
For more information, please visit www.agba.com
About Triller
Corp.
Triller is a next generation, AI-powered, social media and
live-streaming event platform for creators. Pairing music culture
with sports, fashion, entertainment, and influencers through a
360-degree view of content and technology, Triller uses proprietary
AI technology to push and track content virally to affiliated and
non-affiliated sites and networks, enabling them to reach millions
of additional users. Triller additionally owns Triller Sports,
Bare-Knuckle Fighting Championship (BKFC); Amplify.ai, a leading
machine-learning, AI platform; FITE, a premier global PPV, AVOD,
and SVOD streaming service; and Thuzio, a leader in B2B premium
influencer events and experiences.
For more information, visit www.triller.co
Investor
Relations:
Bethany Lai
ir@agba.com
+852-5529-4500
Media Contact:
Catherine
Polisi Jones
Polisi Jones Communications
cjones@polisijones.com
+1-917-330-8934
Safe Harbor Statement
This press release contains forward-looking statements as
defined by the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. When the Company uses words such as
"may," "will," "intend," "should," "believe," "expect,"
"anticipate," "project," "estimate" or similar expressions that do
not relate solely to historical matters, it is making
forward-looking statements. Forward-looking statements are not
guarantees of future performance and involve risks and
uncertainties that may cause the actual results to differ
materially from the Company's expectations discussed in the
forward-looking statements. These statements are subject to
uncertainties and risks including, but not limited to, the
following: the Company's goals and strategies; the Company's future
business development; product and service demand and acceptance;
changes in technology; economic conditions; the outcome of any
legal proceedings that may be instituted against us following the
consummation of the business combination; expectations regarding
our strategies and future financial performance, including its
future business plans or objectives, prospective performance and
opportunities and competitors, revenues, products, pricing,
operating expenses, market trends, liquidity, cash flows and uses
of cash, capital expenditures, and our ability to invest in growth
initiatives and pursue acquisition opportunities; reputation and
brand; the impact of competition and pricing; government
regulations; fluctuations in general economic and business
conditions in Hong Kong and the
international markets the Company plans to serve and assumptions
underlying or related to any of the foregoing and other risks
contained in reports filed by the Company with the SEC, the length
and severity of the recent coronavirus outbreak, including its
impacts across our business and operations. For these reasons,
among others, investors are cautioned not to place undue reliance
upon any forward-looking statements in this press release.
Additional factors are discussed in the Company's filings with the
SEC, which are available for review at www.sec.gov. The Company
undertakes no obligation to publicly revise these forward–looking
statements to reflect events or circumstances that arise after the
date hereof.
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SOURCE AGBA Group Holding Limited
