AGBA ADVANCES TOWARD COMPLETION OF THE TRILLER MERGER

Rhea-AI Summary

AGBA Group Holding (Nasdaq: AGBA) and Triller Corp. have announced that their merger is expected to close on October 14, 2024, subject to final Nasdaq approval. This merger represents a significant step in their strategic visions for the digital economy, aiming to accelerate innovation, drive rapid growth, and expand global market presence.

The combined company will encompass Triller's social media platform, BKFC (the world's fastest-growing combat league), TrillerTV, and a suite of AI and SaaS tools. As part of the merger process, AGBA will implement a 4-to-1 reverse stock split to comply with Nasdaq rules. Trading under the new symbol ILLR is anticipated to begin on or about October 15, 2024.

Positive

• Merger expected to accelerate innovation and drive rapid growth
• Expansion of global market presence for the combined company
• Triller's social media platform poised for fast user growth
• Inclusion of BKFC, the world's fastest-growing combat league
• TrillerTV streams over 3,000 live events annually
• Suite of innovative AI and SaaS tools used by top creators and global brands

Negative

• 4-to-1 reverse stock split required to comply with Nasdaq rules
• Merger completion still subject to final Nasdaq approval

AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA” or the “Company”) and Triller Corp. (“Triller”), today announced that their merger is expected to close on Monday, October 14, 2024 subject to final Nasdaq approval. 

NEW YORK, NY / LOS ANGELES, CA, Oct. 11, 2024 (GLOBE NEWSWIRE) -- AGBA, a multi-channel business platform delivering first-class financial services through machine-learning technologies, and Triller, a next generation, AI-powered, social media and live-streaming event platform, today announced that all steps have been finalized to move towards the completion of their merger, which is anticipated to take place on or about October 14, 2024, subject to final Nasdaq approval.

This merger represents the next step in AGBA and Triller’s collective strategic visions in the digital economy. The combination of AGBA and Triller will accelerate innovation, clear a path towards rapid growth and expand the combined company’s market presence globally, creating unparalleled value for all stakeholders of the company.

Backed by a stable shareholder base of world-renowned investors, a distinguished board and a strong leadership team, there is a unique opportunity to grow and take to the next level an exciting range of businesses, such as Triller’s social media platform, which is poised for fast user growth, BKFC, the world's fastest growing combat league, TrillerTV, which streams more than 3,000 live events annually to households across the globe, and a suite of innovative AI and SaaS tools that are already used by top creators and global brands across all major social media platforms.

The completion of the merger process will include a reverse AGBA stock split to remain in compliance with Nasdaq rules in connection with the merger. The reverse split is expected to take effect after the close of business on or about October 14, 2024.

Subject to final Nasdaq approval of the merger, the Company anticipates that shares will begin trading on a split-adjusted basis under the new symbol ILLR on Nasdaq on or about October 15, 2024.

To the extent the reverse stock split results in any stockholders being entitled to a fractional share, any such fractional share will be rounded up to the nearest whole share. The reverse stock split will reduce the number of outstanding ordinary shares by a 4 to 1 ratio. The reverse stock split will not alter the overall value of a stockholder’s investment and the value of an investor’s holdings remains unchanged at the time of the split.

The exercise prices for, and the shares underlying, all outstanding warrants related to AGBA and Triller will be adjusted in accordance with the terms of such warrant instruments to reflect the successive stock splits. The Company will provide information on the updated exercise price immediately following the completion of the merger and reverse stock split.

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 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 affiliated and non-affiliated sites and networks, enabling them to reach millions of additional users. Triller Corp. 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

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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FAQ

When is the AGBA and Triller merger expected to close?

The merger between AGBA Group Holding and Triller Corp. is expected to close on October 14, 2024, subject to final Nasdaq approval.

What is the new stock symbol for AGBA after the Triller merger?

Following the merger and reverse stock split, AGBA shares are anticipated to trade under the new symbol ILLR on Nasdaq, starting on or about October 15, 2024.

What is the ratio of the reverse stock split for AGBA (Nasdaq: AGBA)?

AGBA will implement a 4-to-1 reverse stock split as part of the merger process to comply with Nasdaq rules.

How will the AGBA-Triller merger affect outstanding warrants?

The exercise prices for, and shares underlying, all outstanding warrants related to AGBA and Triller will be adjusted to reflect the successive stock splits. Updated exercise price information will be provided immediately following the completion of the merger and reverse stock split.