AGBA Group Holding Ltd. Files 8-K: Material Agreement

Ticker: ILLRW · Form: 8-K · Filed: Apr 18, 2024 · CIK: 1769624

Agba Group Holding Ltd. 8-K Filing Summary
FieldDetail
CompanyAgba Group Holding Ltd. (ILLRW)
Form Type8-K
Filed DateApr 18, 2024
Risk Levelmedium
Pages11
Reading Time14 min
Key Dollar Amounts$0.001, $11.50
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, 8-k, regulation-fd

Related Tickers: AGBA

TL;DR

AGBA just filed an 8-K for a material agreement - big news pending!

AI Summary

AGBA Group Holding Ltd. announced on April 16, 2024, that it entered into a material definitive agreement. The company also disclosed information under Regulation FD and filed financial statements and exhibits. The filing does not specify the nature of the agreement or any associated dollar amounts.

Why It Matters

This 8-K filing indicates a significant development for AGBA Group Holding Ltd., potentially impacting its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant changes, but the lack of specific details in this filing warrants a medium risk assessment.

Key Players & Entities

  • AGBA Group Holding Ltd. (company) — Registrant
  • April 16, 2024 (date) — Date of earliest event reported
  • 8-K (document) — Form Type

FAQ

What is the nature of the material definitive agreement entered into by AGBA Group Holding Ltd. on April 16, 2024?

The filing does not specify the nature of the material definitive agreement.

Are there any financial implications or dollar amounts associated with the material definitive agreement?

The provided filing excerpt does not mention any specific dollar amounts or financial implications related to the agreement.

What is the company's primary business as indicated by its SIC code?

The company's Standard Industrial Classification (SIC) code is 6282, which corresponds to Investment Advice.

When was AGBA Group Holding Ltd. incorporated or jurisdiction of origin?

The company is incorporated in the British Virgin Islands.

What is the filing date of this 8-K report?

This 8-K report was filed on April 18, 2024.

Filing Stats: 3,400 words · 14 min read · ~11 pages · Grade level 19.1 · Accepted 2024-04-18 08:15:38

Key Financial Figures

  • $0.001 — on which registered Ordinary Shares, $0.001 par value AGBA NASDAQ Capital Mark
  • $11.50 — for one-half of one Ordinary Share for $11.50 per full share AGBAW NASDAQ Capita

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement The Merger Agreement On April 16, 2024, AGBA Group Holding Limited, a British Virgin Islands business company (" AGBA " or " Parent "), entered into that certain Agreement and Plan of Merger (as may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement "), by and between AGBA, its wholly owned subsidiary AGBA Social Inc. (" Merger Sub "), Triller Corp., a Delaware corporation (" Triller " or the " Company ") and Bobby Sarnevesht, solely as representative of the Triller stockholders. Pursuant to the Merger Agreement, (a) the Company will complete its reorganization (the " Triller Reorganization ") with Triller Hold Co LLC (" Triller LLC "), such that Triller LLC will reorganize into the Company as a Delaware Corporation, (b) AGBA will domesticate to the United States as a Delaware corporation (the " AGBA Domestication "), pursuant to which, among other things, all AGBA ordinary shares, par value $0.001 per share (" AGBA Ordinary Shares ") will automatically convert into the same number of shares Delaware Parent Common Stock, as defined below (AGBA, when domesticated as a Delaware corporation, is sometimes referred to as " Delaware Parent ") and (c) after giving effect to the Triller Reorganization and the AGBA Domestication, Merger Sub will be merged into Triller (the " Merger ), with Triller surviving the Merger and becoming a wholly owned subsidiary of Delaware Parent. Consideration The merger consideration provided for in the Merger Agreement (the " Merger Consideration ") will be an aggregate of 406,907,038 shares of Delaware Parent common stock, par value $0.001 per share (" Delaware Parent Common Stock "). Delaware Parent (i) will issue 313,157,105 shares of Delaware Parent Common Stock to the current common stockholders of the Company, (ii) will issue 35,328,888 shares of preferred stock to the current preferred stockholders of the Company (the holders of the Company

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On April 18, 2024, AGBA and Triller issued a press release announcing the execution of the Merger Agreement. Attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference is the copy of the press release. On April 18, 2024, AGBA released two investor presentations (the " Investor Presentations ") which include, among other things, information about Triller and terms of the Merger Agreement. AGBA may use the Investor Presentations from time to time in investor communications and conferences. Copies of the Investor Presentations are attached hereto as Exhibits 99.2 and 99.3 and are also available on the AGBA's investor relations website, https://www.agba.com/ir/. The information contained in the press release and the Investor Presentations is summary information that is intended to be considered in the context of AGBA's SEC filings and other public announcements that AGBA may make, by press release or otherwise, from time to time. The information in this Item 7.01 (including Exhibits 99.1, 99.2 and 99.3) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. IMPORTANT NOTICES Important Notice Regarding Forward-Looking This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including the anticipated initial enterprise value and post-closing equity

01. Financial

Item 9.01. Financial (d) Exhibits. Exhibit No. Description 2.1 Merger Agreement dated April 16, 2024 by, among others, AGBA and Triller 10.1 AGBA Shareholder Support Agreement dated April 16, 2024 99.1 Press Release dated April 18, 2024 99.2 Investor presentation titled "Triller + AGBA What it Means to Existing AGBA Shareholders" 99.3 Investor presentation titled "Triller + AGBA Forging A New Path Ahead" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 5 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AGBA GROUP HOLDING LIMITED By: /s/ Shu Pei Huang, Desmond Name: Shu Pei Huang, Desmond Title: Acting Group Chief Financial Officer Dated: April 18, 2024 6

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