Core Viewpoint - AGBA Group Holding Limited is progressing towards the completion of its merger with Triller Corp, with shareholder approval received and final regulatory approval from Nasdaq anticipated soon [1][2]. Group 1: Merger Details - AGBA shareholders approved the re-domiciling of the company in Delaware and the new name "Triller Group Inc." [2] - The merger agreement includes the acquisition of 100% of Triller Corp.'s outstanding capital stock, with existing restricted stock units converted into those of Triller Group Inc. [2] - All closing conditions for the merger have been met except for the final Nasdaq listing approval, which is expected shortly [1]. Group 2: Shareholder Proportions and Changes - Post-merger, Triller Corp.'s stakeholders will hold 70% of the economic interests in Triller Group Inc., while current AGBA shareholders will hold 30% [4]. - A reverse share split of AGBA Ordinary Shares was authorized, with a range of 1 to 1.5 to 1 to 20, allowing directors to determine the exact ratio [5]. Group 3: Corporate Governance Changes - The Revised Charter Amendment will increase the number of authorized ordinary shares from 1 billion to 1.5 billion and introduce new classes of preferred shares [3]. - The total number of authorized ordinary shares will further increase to approximately 2.9 billion following a forward share split [3]. Group 4: Future Outlook - The approved proposals signify transformative changes for AGBA and are expected to enhance the growth and positioning of Triller Group Inc. within the technology and social media sectors [6].

Core Viewpoint - Triller is preparing for a public listing through a reverse merger with AGBA, with a combined valuation estimated at $1.8 billion, representing a potential 120% gain from current prices [3][4]. Company Overview - Triller is a social media platform with 450 million user accounts, primarily focused on music and entertainment, and has surpassed TikTok in the US app store in 2020 [2][4]. - AGBA is a financial services company based in Hong Kong, serving over 400,000 clients and operating as a "one-stop financial supermarket" [37][38]. Reverse Merger Details - The reverse merger with AGBA is expected to facilitate Triller's entry into public markets more efficiently than a traditional IPO [4][5]. - The merger is structured as an all-stock transaction, with AGBA shares converting into shares of the new entity, maintaining the same number of shares [5][6]. Valuation Insights - The combined entity is projected to have a market capitalization of $4 billion, with Triller owning 80% and AGBA 20% [6]. - Triller's app is valued at approximately $1.1 billion, while its AI businesses are estimated at $75 million, Triller TV at $700 million, and BKFC at $600 million [35]. AI Integration - Triller is leveraging AI capabilities across its platforms, with a focus on enhancing user engagement and optimizing content distribution [7][8]. - The company aims to market itself as AI-driven to attract broader analyst coverage and capitalize on current market trends [8]. Target Demographics - Triller targets Gen-Z and Millennials, who are frequent users of digital platforms and creators of viral content [9]. - The platform's integration with music and celebrity endorsements enhances its appeal to these demographics [9][10]. Market Potential - The global social media industry is projected to exceed $250 billion in 2024, with significant growth opportunities for Triller to capture market share from competitors like TikTok [10][15]. - Triller's unique features, such as music integration and celebrity partnerships, differentiate it from other social media platforms [9][15]. Competitive Landscape - Triller's main competitor is TikTok, along with Meta's Instagram Reels, Snapchat, and YouTube, which are well-capitalized and established [15][26]. - Triller operates an "open garden" model, allowing content creators to distribute their work across multiple platforms, enhancing monetization opportunities [15]. Legal and Regulatory Environment - The legal situation surrounding TikTok may provide Triller with an opportunity to capture a portion of TikTok's user base if regulatory actions force a sale of ByteDance's stake [16][32]. - Triller has established a process for TikTok users to transfer their data to its platform, positioning itself as a viable alternative [16]. BKFC Overview - BKFC is a combat sports league that Triller has invested in, aiming to host numerous events and expand its reach [22][33]. - The league is projected to grow significantly, with revenue expected to reach $35 million by the end of 2024, up from $11 million in 2022 [33]. AGBA's Business Model - AGBA's primary revenue source is its distribution segment, which accounts for over 90% of its revenue, primarily through financial products [38]. - The company is focused on expanding its services in the Greater Bay Area, which represents a significant market opportunity [37][38]. Management Team - The management teams of both Triller and AGBA are crucial for the successful integration and execution of the merger, with key figures like Bobby Sarnevesht leading Triller and Ng Wing-Fai at AGBA [34][41].

Financial Performance - AGBA's operating revenues for the three months ended March 31, 2024, were $9,942,700, compared to $9,150,056 for the same period in 2023, reflecting a year-over-year increase of approximately 8.6%[73] - The operating expenses for AGBA in Q1 2024 were $19,918,718, a significant decrease from $33,492,096 in Q1 2023, indicating a reduction of about 40.7%[73] - AGBA reported a net loss of $51,331,634 for the three months ended March 31, 2024, compared to a net loss of $28,975,930 for the same period in 2023, representing an increase in losses of approximately 77.1%[73] - Triller's operating revenues for the three months ended March 31, 2024, were also $9,942,700, consistent with AGBA's figures, indicating a stable revenue stream[75] - Triller's net loss for the three months ended March 31, 2024, was $43,183,260, which is an increase from a net loss of $28,975,930 in Q1 2023, marking an increase in losses of approximately 48.5%[75] - For the year ended December 31, 2023, AGBA reported a pro forma net loss of $354.3 million, with a net loss per share of $0.85[107] - The net loss attributable to the post-combination entity was $294,890,000, reflecting a substantial increase in losses compared to the previous period[95] Assets and Liabilities - Total assets for AGBA as of March 31, 2024, were $187,507,874, down from $270,425,210 as of December 31, 2023, indicating a decrease of about 30.6%[73] - Total liabilities for AGBA as of March 31, 2024, were $348,220,477, compared to $406,887,952 as of December 31, 2023, reflecting a decrease of approximately 14.4%[73] - The pro forma combined total assets for AGBA and Triller as of March 31, 2024, are projected to be approximately $186,519,995, reflecting the merger's impact on asset consolidation[76] - Total current assets amount to $7,799 million, with cash and cash equivalents at $2,821 million[85] - Total non-current assets are reported at $179,587 million, including goodwill of $163,425 million[85] - The company has a total equity of $(160,712) million, reflecting an accumulated deficit of $(1,602,556) million[91] - Total liabilities stand at $348,220 million, with current liabilities at $276,542 million[86] Merger and Acquisition Details - The merger agreement anticipates that Triller stakeholders will hold 70% of the combined entity's capital stock post-merger, while AGBA shareholders will hold the remaining 30%[80] - The merger is accounted for as a reverse acquisition, with Triller designated as the accounting acquirer, impacting the financial reporting structure of the combined entity[81] - The company accrued $400,000 in transaction costs related to the merger with Triller[104] - The acquisition will result in goodwill calculated based on the fair value of consideration transferred, which includes 101,726,759 equity interests[101] Regulatory and Compliance Risks - The Holding Foreign Companies Accountable Act may lead to AGBA's securities being delisted if its auditor is not subject to PCAOB inspections for two consecutive years[133] - Recent regulatory actions in the PRC regarding data security and overseas listings could impact AGBA's ability to raise capital internationally[132] - The evolving legal landscape in the PRC poses uncertainties that could materially affect AGBA's business operations and investor confidence[132] - The company is subject to increasing public scrutiny and regulatory enforcement, which could lead to fines, loss of licenses, and damage to its reputation[185] - Changes in data protection and privacy laws may limit the company's ability to process personal information, affecting its product effectiveness and strategic partnerships[185] Market and Economic Conditions - Triller's revenue generation is influenced by discretionary consumer and corporate spending, which is subject to macroeconomic conditions and unforeseen events[116] - A significant slowdown in AI and AI-related markets could negatively impact Triller's business and earnings growth potential[116] - The company faces risks related to changes in U.S. and Chinese trade policies, which could adversely affect its growth plans[140] - AGBA's financial services revenues are highly dependent on macroeconomic conditions in Hong Kong and China, with potential impacts from global financial market disruptions[140] Operational Challenges - The company faces intense competition from financial advisory firms, banks, and insurance companies, with new entrants in the fintech industry posing additional threats[156] - Significant increases and decreases in the number of transactions by clients can materially affect profitability and operational efficiency, leading to potential service delivery failures[154] - The company relies on third-party service providers for essential business functions, and any failure in their performance could adversely impact operations and financial condition[150] - The company is in the process of re-branding and obtaining new domain names and trademark registrations, which are critical for its competitive position[176] Legal and Litigation Issues - Triller is currently involved in multiple lawsuits, including a class action lawsuit alleging unpaid wages and a lawsuit against Universal Music Publishing Group, which could result in substantial monetary damages or fines[242] - The company is subject to various restrictive covenants under the Total Formation Convertible Note, including seeking prior consent for loans exceeding $1 million and incurring additional indebtedness[225] - Triller has identified material weaknesses in its internal control over financial reporting, which could adversely affect the accuracy and timeliness of its financial reporting[231] Technology and Innovation - Triller's ability to introduce new features and enhancements is contingent on adequate funding for research and development, which is critical for competitive performance[116] - The Platform Business relies on the ability to process loan applications online and provide conveniences such as electronic signatures and instant status updates, which requires significant capital expenditures on proprietary technology platforms[146] - The company aims to streamline operations and solutions through advanced technologies currently under development, but may encounter technical obstacles that could affect performance[148] Talent and Management - Triller's management team is crucial for executing its business strategy, and the loss of key personnel could adversely affect operations[116] - AGBA's performance is significantly influenced by key management and personnel, making talent retention critical for business success[172] - The company faces intense competition for talent in Hong Kong's financial technology industry, impacting its ability to attract and retain qualified personnel[173]

Core Viewpoint - AGBA Group Holding Limited and Triller Corp. are set to merge, creating a next-generation social media and entertainment platform named "Triller Group Inc." with the expected ticker "ILLR" on Nasdaq, pending regulatory and shareholder approvals [1][2]. Group 1: Merger Details - The merger agreement has been amended and restated, superseding the original agreement made on April 16, 2024 [1]. - AGBA will domesticate to the U.S. as a Delaware corporation, with all AGBA ordinary shares converting into shares of AGBA Delaware Parent upon successful domestication [2]. - The merger will result in Triller becoming a wholly owned subsidiary of AGBA Delaware Parent, which will operate under the Triller name [2]. Group 2: Merger Consideration - AGBA Delaware Parent will issue a total of 299,897,852 shares of common stock to Triller's common stockholders and 37,702,230 shares of preferred stock to Triller's preferred stockholders [3]. - Existing Triller restricted stock units will convert into 54,020,128 AGBA Delaware Parent restricted stock units, with an additional 54,020,128 shares reserved for future issuance [3]. - An escrow of 50,000,000 shares will be held for settling certain legal and financial obligations of Triller [3]. Group 3: Company Background - AGBA, established in 1993, is a multi-channel business platform offering financial services and healthcare products through machine-learning technologies, serving over 400,000 customers [5]. - Triller is an AI-powered social media and live-streaming platform that integrates music culture with sports, fashion, and entertainment, utilizing proprietary AI technology to enhance content reach [6].

Financial Performance - Total revenues for Q2 2024 were $4.921 million, a decrease of $12.450 million or 71.67% compared to $17.371 million in Q2 2023 [254]. - The Distribution Business accounted for 83.21% of total revenue in Q2 2024, down from 92.14% in Q2 2023, with a revenue drop of $11.911 million or 74.42% [255]. - Life insurance revenue decreased by $11.384 million or 74.83%, from $15.214 million in Q2 2023 to $3.830 million in Q2 2024 [256]. - Total revenues decreased by US$15.9 million, or 55.78%, for the six months ended June 30, 2024, compared to the same period in 2023 [277]. - The Distribution Business contributed 83.57% of total revenue for the six months ended June 30, 2024, with a significant revenue decrease of US$15.2 million, or 59.09% [278]. - Life insurance revenue decreased by US$14.2 million, or 59.03%, for the six months ended June 30, 2024, compared to the same period in 2023 [279]. - The Platform Business contributed 16.43% of total revenue for the six months ended June 30, 2024, with a revenue decrease of US$0.7 million, or 24.89% [280]. Operating Expenses - Total operating expenses were $12.659 million, a reduction of $15.105 million or 54.40% from $27.764 million in Q2 2023 [254]. - Commission expenses fell by $10.668 million or 89.02%, from $11.984 million in Q2 2023 to $1.316 million in Q2 2024 [259]. - Personnel and benefit expenses increased by $0.176 million or 3.32%, from $5.302 million in Q2 2023 to $5.478 million in Q2 2024 [263]. - Legal and professional fees decreased by $3.837 million or 68.83%, from $5.575 million in Q2 2023 to $1.738 million in Q2 2024 [265]. - Total other general and administrative expenses increased by US$0.4 million, or 40.06%, for the three months ended June 30, 2024, compared to the same period in 2023 [268]. - Loss from operations decreased by US$2.7 million, or 25.55%, for the three months ended June 30, 2024, primarily due to a decrease in operating expenses of US$15.1 million [269]. - Personnel and benefit costs decreased by US$2.8 million for the six months ended June 30, 2024, compared to the same period in 2023 [286]. - Legal and professional fees decreased by US$1.4 million, or 45.17%, for the six months ended June 30, 2024, compared to the same period in 2023 [289]. - Loss from operations decreased by US$9.4 million, or 37.54%, for the six months ended June 30, 2024, compared to the same period in 2023 [292]. Net Loss and Cash Flow - The net loss for Q2 2024 was $11.369 million, an increase of $0.784 million or 7.41% compared to a net loss of $10.585 million in Q2 2023 [254]. - Net loss increased by US$0.7 million, or 6.89%, for the three months ended June 30, 2024, mainly due to an increase in other expenses of US$3.4 million [274]. - Net cash used in operating activities for the six months ended June 30, 2024 was US$14.2 million, a decrease from US$19.3 million for the same period in 2023 [310]. - The company reported a negative operating cash flow of US$14.2 million for the six months ended June 30, 2024 [298]. - Net loss decreased by US$3.2 million, or 14.25%, for the six months ended June 30, 2024, compared to the same period in 2023 [297]. Business Segments - The Company generated $10.5 million in commission from the Distribution Business for the six months ended June 30, 2024, indicating a focus on expanding its distribution footprint and partnerships in Mainland China [239]. - The Platform Business operates under the "OnePlatform" brand, offering 1,204 products from 95 insurance providers and 1,151 products from 54 asset management fund houses, showcasing a comprehensive range of financial services [241]. - The Fintech Business includes investments in Tandem Money Limited ($16.8 million), CurrencyFair Limited ($5.7 million), and Goxip Inc. ($305,000), reflecting a diverse portfolio aimed at leading the fintech investment sector [244]. - The Healthcare Business, through a 4% stake in HCMPS, serves over 500 corporate clients and more than 300,000 scheme members, emphasizing its significant market presence in Hong Kong and Macau [246]. - JFA, under HCMPS, operates a network of over 700 healthcare service providers, including 340 general practitioners and 273 specialist doctors, facilitating over 380,000 annual patient visits [248]. - The Company aims to transform JFA into the best medical care institution in Asia by 2025, focusing on technology and data analytics to enhance patient care and operational efficiency [249]. - The Distribution Business has built a market-leading financial advisors channel with approximately 670 financial advisors as of June 30, 2024, organized into 15 sales teams [234]. - The Company is investing in technological and operational infrastructure to support its financial consultants, ensuring compliance with regulatory requirements [236]. - The Platform Business leverages decades of experience to provide a full-service platform for banks and financial institutions, enhancing its competitive edge in the market [240]. - The Company anticipates sales volumes in the Distribution Business to return to pre-pandemic levels, particularly with the reopening of the Mainland border [239]. Capital and Financing - The company intends to raise additional capital through various debt and equity offerings to support operations and growth strategy [319]. - The company is committed to purchasing 100% equity interest in Sony Life Financial Advisers Pte. Ltd. for a cash consideration of approximately US$1.88 million, with the closing date extended to July 31, 2024 [320]. - As of June 30, 2024, the cash balance was US$1.8 million for working capital use [298]. - Total current assets increased to US$51.8 million as of June 30, 2024, up 102% from US$25.6 million as of December 31, 2023 [308]. - Total current liabilities rose to US$87.3 million, an increase of 82.58% from US$47.8 million as of December 31, 2023 [308]. - The working capital deficit increased to US$35.6 million as of June 30, 2024, up US$13.4 million or 60.16% from US$22.2 million as of December 31, 2023 [309]. - Net cash provided by investing activities for the six months ended June 30, 2024 was US$2.6 million, compared to US$4.5 million for the same period in 2023 [314]. - Net cash provided by financing activities for the six months ended June 30, 2024 was US$8.5 million, a significant increase from a net cash used of US$5.3 million in the same period in 2023 [315]. - The company reported an accumulated deficit of approximately US$85.0 million as of June 30, 2024 [316].

LOS ANGELES, June 12, 2024 (GLOBE NEWSWIRE) --  NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “Company” or the “Group”), reports that on June 12, 2024, the company filed its preliminary proxy statement for its shareholder meeting to approve its $4,000,000,000 merger of AGBA and Triller Corp. This marks an important milestone in the progress of our combined team at Triller and AGBA as the merger enters the final phase of completion. Mr. Wing-Fai Ng, Group President of AGBA Group Holding Limited st ...

LOS ANGELES, June 12, 2024 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “Company” or the “Group”), reports that on June 12, 2024, the company filed its preliminary proxy statement for its shareholder meeting to approve its $4,000,000,000 merger of AGBA and Triller Corp. This marks an important milestone in the progress of our combined team at Triller and AGBA as the merger enters the final phase of completion. Mr. Wing-Fai Ng, Group President of AGBA Group Holding Limited sta ...

Financial Performance - Total revenues for the first quarter of 2024 were $7.656 million, a decrease of 30.85% compared to $11.073 million in the same period of 2023[221] - The Distribution Business generated $6.415 million, accounting for 83.79% of total revenue, down $3.273 million or 33.78% from $9.688 million in 2023, primarily due to economic recession and outward migration in Hong Kong[226] - Life insurance revenue decreased by $2.866 million or 32.10%, from $8.926 million in 2023 to $6.060 million in 2024[227] - Net loss for the three months ended March 31, 2024, was $8.060 million, down $4.013 million or 33.23% from $12.073 million in 2023[240] - Loss before income taxes was $8.022 million, a reduction of $4.078 million or 33.70% compared to $12.100 million in 2023[240] - Total revenue for the three months ended March 31, 2024, was approximately US$7.66 million, down from US$11.07 million in the same period in 2023[262] Operating Expenses - Operating expenses decreased by 39.51% to $15.518 million in Q1 2024 from $25.657 million in Q1 2023, primarily due to reductions in commission and personnel expenses[221] - Total commission expense decreased by $2.849 million or 39.05%, from $7.295 million in 2023 to $4.446 million in 2024[231] - Personnel and benefit costs decreased by $3.761 million or 45.38%, from $8.287 million in 2023 to $4.526 million in 2024[234] - Sales and marketing expenses decreased by $1.4 million, attributed to lower spending on corporate branding and product campaigns[232] - Legal and professional fees decreased by $2.520 million or 74.22%, from $3.395 million in 2023 to $875 thousand in 2024[236] Cash Flow and Working Capital - As of March 31, 2024, the cash balance was US$2.1 million, with a reported net loss of US$8.1 million and negative operating cash flow of US$6.9 million[245] - The working capital deficit increased to approximately US$24.96 million as of March 31, 2024, from US$22.22 million at December 31, 2023, an increase of US$2.74 million or 12.33%[255] - Net cash used in operating activities was US$6.86 million for the three months ended March 31, 2024, compared to US$10.20 million for the same period in 2023[256] Business Operations and Strategy - The Company aims to transform JFA into the best medical care institution in Asia by 2025, focusing on technology and consumerization of healthcare[219] - The Company holds a 4% equity stake in HCMPS, which manages healthcare schemes for over 500 corporate clients and more than 300,000 scheme members[217] - The Platform Business offers over 1,800 financial products, including 1,104 insurance products from 91 providers and 1,137 asset management products from 53 fund houses[212] - The Distribution Business has approximately 1,030 financial advisors organized into 22 sales teams as of March 31, 2024[205] - The company expects sales volumes to return to pre-pandemic levels with the reopening of the Mainland border and integration into the Greater Bay Area[209] Investments and Financial Position - The Fintech Business includes investments in Tandem Money Limited valued at $16.732 million and CurrencyFair Limited valued at $5.691 million as of March 31, 2024[214] - Investment loss increased by $1.760 million or 102.14%, totaling $(37) million compared to $1.723 million in 2023[241] - The company is committed to purchasing 100% equity interest in Sony Life Financial Advisers Pte. Ltd. for a cash consideration of SGD2,500,000 (approximately US$1,882,000)[265] Compliance and Governance - Nasdaq granted an additional 180 days until September 16, 2024, for the company to regain compliance with the minimum bid price requirement, which was achieved on May 3, 2024[266] - The Board of Directors approved a share repurchase program for 1,000,000 ordinary shares at a maximum price of $10 per share, valid until April 18, 2024[269] - There have been no material changes to critical accounting policies and estimates as reported in the 2023 Annual Report on Form 10-K[270] - As a "smaller reporting company," the company is not required to provide additional market risk disclosures[271] Taxation - Income tax expense increased by US$0.7 million, or 240.74%, for the three months ended March 31, 2024, primarily due to the provision of income tax during the period[243] - Net loss decreased by US$4.0 million, or 33.23%, for the three months ended March 31, 2024, attributed to a decrease in operating expenses of US$10.1 million[244]

LOS ANGELES, May 15, 2024 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited ("AGBA" or the "Company" or the "Group"), the leading one-stop financial supermarket in Hong Kong released its financial results for the first quarter of 2024.   AGBA is thrilled to unveil its expansion plans, including the planned acquisition of Triller in the U.S. and the completion of the acquisition of Sony Life in Singapore. The Company is in the acquisition process with Triller and eagerly anticipates a successful ...

LOS ANGELES, April 30, 2024 (GLOBE NEWSWIRE) -- NASDAQ-listed, AGBA Group Holding Limited ("AGBA" or the "Company" or the "Group"), previously announced that on April 16, 2024, it entered into a definitive merger agreement (the "Merger Agreement") to combine AGBA with Triller Corp. ("Triller"), a leading Artificial Intelligence-driven social video platform (together, the "Merger" or the "Transaction"). Together, this merger represents the next step in AGBA and Triller's collective strategic visions in the d ...