Triller Group Inc. Completes Acquisition, Equity Sales

TL;DR

Triller Group Inc. just closed an acquisition and sold equity, expect big moves.

AI Summary

Triller Group Inc. announced on October 15, 2024, the completion of an acquisition, the entry into a material definitive agreement, and unregistered sales of equity securities. The company also reported changes in control of the registrant and material modifications to the rights of security holders. This filing follows a name change from AGBA Group Holding Ltd. on November 15, 2022.

Why It Matters

This 8-K filing indicates significant corporate actions including an acquisition and equity sales, which could impact Triller Group Inc.'s financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details significant corporate actions like acquisitions and equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Triller Group Inc. (company) — Registrant
• AGBA Group Holding Ltd. (company) — Former Company Name
• AGBA Acquisition Ltd (company) — Former Company Name
• 20241015 (date) — Report Date
• 20221115 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value ILLR NASDAQ Capital Marke
• $23.00 — uarter of one share of Common Stock for $23.00 per full share ILLRW NASDAQ Capital
• $0.000516395 — the ordinary shares of AGBA, par value $0.000516395 per share (" AGBA Ordinary Shares ") at
• $0.0001 — ommon stock of Triller Group, par value $0.0001 per share (" Triller Group Common Stock

Filing Documents

• ea0217981-8k_triller.htm (8-K) — 163KB
• ea021798101ex2-2_triller.htm (EX-2.2) — 37KB
• ea021798101ex3-1_triller.htm (EX-3.1) — 11KB
• ea021798101ex3-2_triller.htm (EX-3.2) — 145KB
• ea021798101ex3-3_triller.htm (EX-3.3) — 174KB
• ea021798101ex10-1_triller.htm (EX-10.1) — 138KB
• ea021798101ex99-1_triller.htm (EX-99.1) — 10KB
• ea021798101ex99-2_triller.htm (EX-99.2) — 12KB
• ea021798101ex99-3_triller.htm (EX-99.3) — 17KB
• ex99-2_001.jpg (GRAPHIC) — 7KB
• ex99-3_001.jpg (GRAPHIC) — 17KB
• 0001213900-24-089342.txt ( ) — 1121KB
• illr-20241015.xsd (EX-101.SCH) — 4KB
• illr-20241015_def.xml (EX-101.DEF) — 28KB
• illr-20241015_lab.xml (EX-101.LAB) — 38KB
• illr-20241015_pre.xml (EX-101.PRE) — 26KB
• ea0217981-8k_triller_htm.xml (XML) — 7KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. Equity Incentive Plan On September 3, 2024, the board of directors of AGBA approved the Triller Group Inc. 2024 Equity Incentive Plan (the " Incentive Plan "), subject to shareholders approval. On September 19, 2024, AGBA's shareholders approved the Incentive Plan at the Extraordinary General Meeting of Shareholders and on October 15, 2024 (the " EGM "), the newly constituted board of directors of the Company (the " Board ") ratified the Incentive Plan. The purpose of the Incentive Plan is to encourage and enable the employees, non-employee directors and consultants of the Company and its affiliates upon whose judgment, initiative and efforts the Company will largely depend for the successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer identification of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company's behalf and strengthening their desire to remain with the Company. The Incentive Plan provides for the grant of stock options, restricted stock, restricted stock units and other stock-based awards, any of which may be performance-based, and for incentive bonuses, which may be paid in cash, Triller Group Common Stock or a combination thereof, as determined by the compensation committee of the Board. No awards were granted under the Incentive Plan prior to its approval by AGBA's shareholders. 1 Taking into consideration the effects of the Reverse Share Split and a forward share split conducted prior to the Merger, the aggregate number of shares of Triller Group Common Stock reserved and available for grant and issuance under the Incentive Plan is 30,998,400. A description of the Incentive Plan is set forth in the section of the Proxy Statement filed as Exhibit 99.1 to AGBA's current report on Form 6-K furn

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets The information set forth under the "Introductory Note" above regarding the Merger is incorporated by reference into this Item 2.01. On October 15, 2024, the Company completed the Domestication and changed its jurisdiction of incorporation from the British Virgin Islands to the State of Delaware, and changed its corporate name to "Triller Group Inc." On October 15, 2024, as contemplated by the Merger Agreement, the parties consummated the Merger. As a result of the Closing, Triller became a wholly-owned subsidiary of Triller Group. In connection with the consummation of the Merger, on the Closing Date: The Company issued (i) 83,468,631 shares of Triller Group Common Stock to the Triller stockholders, (ii) 24,206,246 shares of Triller Group Common Stock to Triller Group Inc. as escrow agent, (iii) 11,801,804 shares of Triller Group Series A-1 Preferred Stock to the holders of Triller preferred stock, that are affiliated with the Company's majority shareholder and (iv) 30,851 shares of Triller Group Series B Preferred Stock to Green Nature Limited, a British Virgin Islands company that is affiliated with the Company's majority shareholder; All existing Triller restricted stock units were converted into 16,908,829 Triller Group RSUs and an aggregate of 16,908,829 shares of Triller Group Common Stock were reserved for future issuance upon the vesting of the Triller Group RSUs; and An aggregate of 53,147,335 Triller warrants were adjusted, replaced by and reissued Triller Group Replacement Warrants pursuant to an independent valuation. As of the Closing Date, and immediately following the consummation of the transactions contemplated by the Merger Agreement, the Company had approximately 154,992,185 shares of Triller Group Common Stock outstanding, subject to the final consolidation by DTCC. The foregoing description of the transactions does not purport to be complete and is qualified in its entire

forward-looking statements, whether as a result of new information, future events or otherwise

forward-looking statements, whether as a result of new information, future events or otherwise. 4 Business and Facilities The information set forth in the section of the Proxy Statement entitled " Description of Triller's Business " beginning on page 209 is incorporated herein by reference.

Risk Factors

Risk Factors The risks associated with Triller's business and operations are described in the Proxy Statement in the section entitled " Risk Factors— Risks Relating to Triller's Business and Operations " beginning on page 69 and the risks associated with the business and operations of AGBA are described in the Proxy Statement in the section entitled " Risk Factors— Risks Relating to AGBA's Business and Operations " beginning on page 46, each of which are incorporated herein by reference. Financial Information Unaudited Financial Statements The unaudited financial statements of Triller as of and for the six months ended June 30, 2024 and 2023 and the related notes thereto will be filed by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed. Audited Financial Statements The audited financial statements of Triller as of and for the years ended December 31, 2023 and 2022 and the related notes thereto are included in the Proxy Statement beginning on page F-88 and are incorporated herein by reference. Unaudited Pro Forma Condensed Combined Financial Information The unaudited pro forma condensed combined financial information of AGBA and Triller as of June 30, 2024 and for the six months ended June 30, 2024 and the year ended December 31, 2023 and the related notes thereto will be filed by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

Management's Discussion and Analysis

Management's Discussion and Analysis of Financial Condition and Results of Operations Management's Discussion & Analysis of Financial Condition and Results of Operations of Triller for the years ended December 31, 2023 and 2022 are included in the Proxy Statement beginning on page 240 and are incorporated herein by reference. Management's Discussion & Analysis of Financial Condition and Results of Operations of Triller for the six months ended June 30, 2024 and 2023 will be filed by an amendment to this Current Report on Form 8-K no later than 71 days following the date that this Current Report is required to be filed.

Properties

Properties The information set forth in the section of the Proxy Statement entitled " Description of Triller's Business — Facilities " on page 233 is incorporated herein by reference.

Security Ownership of Certain Beneficial

Security Ownership of Certain Beneficial The following table sets forth information known to the Company regarding beneficial ownership of shares of Triller Group Common Stock, shares of Triller Group Series A-1 Preferred Stock and shares of Triller Group Series B Preferred Stock as of December 15, 2024 by: each person or group of affiliated persons, who is known by the Company to be the beneficial owner of more than 5% of Triller Group Common Stock; each of the Company's directors; each of the Company's named executive officers; and all of the Company's current directors and executive officers as a group. 5 The calculations in the table below are based on a total of 154,992,185 shares of Triller Group Common Stock, 11,801,804 shares of Triller Group Series A-1 Preferred Stock and 30,851 Triller Group Series B Preferred Stock, outstanding as of October 15, 2024, after giving effect to the Reverse Share Split that was effected on October 15, 2024 and the Merger, subject to the final consolidation by DTCC. Each share of Triller Group Common Stock and each share of Triller Group Series A-1 Preferred Stock entitles the holder to one vote and each share of Triller Group Series B Preferred Stock entitles the holder to 10,000 votes, on any matter on which action of the stockholders of Triller Group is sought. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to such shares. Shares of Triller Group Common Stock subject to warrants and options that are currently exercisable or exercisable within 60 days of October 15, 2024 are considered outstanding and beneficially owned by the person holding the warrants and options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, the persons and entities in this table have sole vo

Executive Compensation

Executive Compensation The compensation of the named executive officers of Triller prior to the Closing is set forth in the Proxy Statement in the section entitled " Directors, Executive Officers and

Executive Compensation of Triller—Director Compensation " beginning on page 253 and is incorporated herein by reference

Executive Compensation of Triller—Director Compensation " beginning on page 253 and is incorporated herein by reference. The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading " Equity Incentive Plan "

View Full Filing

View this 8-K filing on SEC EDGAR