Triller Group Inc. Files S-1 with SEC

TL;DR

Triller Group Inc. just filed its S-1, looks like they're going public soon.

AI Summary

Triller Group Inc. filed an S-1 registration statement with the SEC on November 15, 2024. The company, formerly known as AGBA Group Holding Ltd. and AGBA Acquisition Ltd., is incorporated in Delaware and headquartered in Los Angeles, California. This filing indicates Triller Group Inc. is preparing to offer securities to the public.

Why It Matters

This S-1 filing is a crucial step for Triller Group Inc. as it signals their intent to become a publicly traded company, potentially allowing for significant capital infusion and increased market visibility.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public, which inherently carries risks associated with market volatility, regulatory scrutiny, and the company's ability to execute its business plan.

Key Numbers

• 333-283263 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 20241115 — Filing Date (The date Triller Group Inc. submitted this S-1 filing.)

Key Players & Entities

• Triller Group Inc. (company) — Registrant
• AGBA Group Holding Ltd. (company) — Former Company Name
• AGBA Acquisition Ltd (company) — Former Company Name
• November 15, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Los Angeles, CA (location) — Business Address
• 333-283263 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — p to 34,741,701 shares of common stock, $0.001 par value ("ILLR Shares" or "common sto
• $33.51 million — ory notes in the principal amount up to $33.51 million issued to YA II PN, LTD, a Cayman Islan
• $500,000,000 — tyholder. However, we may receive up to $500,000,000 aggregate gross proceeds from sales of

Filing Documents

• ea0221029-s1_triller.htm (S-1) — 4297KB
• ea022102901ex23-1_triller.htm (EX-23.1) — 3KB
• ea022102901ex-fee_triller.htm (EX-FILING FEES) — 21KB
• image_001.jpg (GRAPHIC) — 27KB
• image_002.jpg (GRAPHIC) — 123KB
• image_003.jpg (GRAPHIC) — 25KB
• image_004.jpg (GRAPHIC) — 28KB
• image_005.jpg (GRAPHIC) — 34KB
• image_006.jpg (GRAPHIC) — 36KB
• image_007.jpg (GRAPHIC) — 35KB
• image_008.jpg (GRAPHIC) — 7KB
• image_009.jpg (GRAPHIC) — 4KB
• ex23-1_001.jpg (GRAPHIC) — 9KB
• ex23-1_002.jpg (GRAPHIC) — 15KB
• 0001213900-24-099100.txt ( ) — 19842KB
• illr-20240930.xsd (EX-101.SCH) — 166KB
• illr-20240930_cal.xml (EX-101.CAL) — 86KB
• illr-20240930_def.xml (EX-101.DEF) — 810KB
• illr-20240930_lab.xml (EX-101.LAB) — 1159KB
• illr-20240930_pre.xml (EX-101.PRE) — 833KB
• ea0221029-s1_triller_htm.xml (XML) — 2903KB

USE OF PROCEEDS

USE OF PROCEEDS 85 DIVIDEND POLICY 85 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF AGBA BEFORE THE MERGER WITH TRILLER CORP. 86

BUSINESS

BUSINESS 118 THE STANDBY EQUITY PURCHASE AGREEMENT 147 SELLING SECURITYHOLDER 149 PLAN OF DISTRIBUTION 150

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 152 PRINCIPAL STOCKHOLDERS 154 CERTAIN TRANSACTIONS AND RELATED PARTY TRANSACTIONS 156 DESCRIPTION OF SHARE CAPITAL 157 LEGAL MATTERS 162 EXPERTS 162 WHERE YOU CAN FIND MORE INFORMATION 162 i INTRODUCTORY NOTE AND FREQUENTLY USED TERMS Triller Group Inc. ("ILLR", "Triller Group", or the "Company") (formerly AGBA Group Holding Limited ("AGBA")) was incorporated in the State of Delaware on October 15, 2024, so as to redomicile AGBA's legal jurisdiction from British Virgin Islands to the State of Delaware. On October 15, 2024, the Company consummated the merger transaction (the "Merger") with Triller Corp., a Delaware corporation ("Triller Corp." or "Triller"), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024, as amended (the "Merger Agreement"), by and between AGBA, its wholly owned subsidiary AGBA Social Inc. ("Merger Sub"), Triller Corp. and Bobby Sarnevesht, as sole representative of the Triller Corp. stockholders. The Company, through its subsidiaries, currently operates a wealth and health platform, and offers a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds and lending businesses in Hong Kong, which we refer as "AGBA Legacy Group." ILLR is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing. Triller Corp. 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 Corp. uses proprietary AI technology to push and track content virally to a

View Full Filing

View this S-1 filing on SEC EDGAR