LOS ANGELES, April 25, 2024 (GLOBE NEWSWIRE) -- AGBA Group Holding Limited (NASDAQ:AGBA) has become aware of a press release issued by Brodsky & Smith ("BS") on April 23, 2024 which claims that BS is conducting an "investigation" of AGBA in connection with its signing of a merger agreement with Triller Corp. that was announced on April 18, 2024. AGBA also has become aware of a similar press release issued by Halper Sadeh LLC ("HS") on April 22, 2024. AGBA wishes to emphasize that the statements in the BS an ...

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Merger Details and Valuation - AGBA Group Holding Limited (AGBA) announced a merger with Triller, transforming from a $0.40 stock to $1.25, with trading volume surging to over 100 million shares per day [1] - The merger is expected to close in May 2024, pending regulatory and shareholder approval, and will result in AGBA domesticating to the United States [1] - Triller will be issued 407 million shares of AGBA, including 313 million common shares, 35 million preferred shares, and 58 million restricted stock units [3] - AGBA claims a $4 billion valuation for the deal, implying a share price of $10.80, though this valuation is speculative and likely overstated [3] - Post-merger, AGBA is estimated to have approximately 509 million fully diluted shares outstanding, with Triller's valuation based on AGBA's $1.25 share price at $635 million [3] Triller's Background and Challenges - Triller gained prominence in 2020 after India banned TikTok, with its user base spiking from 1 million to 30 million [2] - The app saw a surge in downloads in the U.S. during the TikTok ban threat under the Trump administration, but growth has since flatlined [2] - Triller has faced controversies, including lawsuits over missed payments to artists and allegations of inflating active user numbers [2] - The company has struggled to go public, attempting SPACs, direct listings, and IPOs before settling on a reverse merger with AGBA [2] Financial Performance and Risks - Triller reported $45 million in revenue for 2023, a 16% decline from $53.5 million in 2022, while posting significant losses [4] - AGBA reported a $43 million loss on $54 million in revenue in 2023, with $18 million in cash and negative working capital of $12 million [4] - Triller's balance sheet as of September 2023 showed $6 million in current assets against $378 million in total debt and liabilities, with $359 million in intangible assets [4] - The combined entity will require significant financing, estimated at $200 million in cash and $200 million in debt-to-equity conversion, to remain solvent [4] Market Opportunity and Speculation - Triller is positioned as a potential alternative to TikTok, especially if TikTok is banned in the U.S., which could drive user growth [1][4] - TikTok generated $16.1 billion in revenue in 2023, with a 67% YoY increase, and ByteDance's $268 billion valuation implies a 17x revenue multiple [4] - Triller could benefit from political and speculative hype, particularly during the U.S. election cycle, as TikTok's ban remains a hot topic [5][6] - The company has the potential to become a "meme stock," with significant upside driven by speculation rather than fundamentals [6] Conclusion - The merger presents a high-risk, high-reward opportunity, with significant potential for speculative gains but substantial risks of dilution and financial instability [6] - Triller's future growth depends on its ability to capitalize on TikTok's potential ban and regain user and revenue momentum [6]

Core Viewpoint - The merger between AGBA Group Holding Limited and Triller Corp is expected to create a combined entity valued at approximately $4 billion, with AGBA stockholders owning 20% and Triller stockholders owning 80% of the new company [1][7]. Company Overview - AGBA is a leading financial services company in Hong Kong, serving over 400,000 individual and corporate customers with access to more than 1,800 financial products [3][8]. - Triller is an AI-powered technology platform that facilitates interactions between creators and brands, generating over 500 million interactions quarterly across 436 million consumer accounts [2][9]. Strategic Integration - The merger aims to combine AGBA's financial expertise with Triller's AI-driven content creation and SaaS capabilities, establishing new benchmarks in the convergence of technology, finance, and media [4][6]. - The integration is expected to enhance user engagement and bolster digital presence for both companies, leveraging Triller's large user base to accelerate revenue and earnings growth [4][5]. Leadership Structure - Post-merger leadership will include Bobby Sarnevesht as CEO of Triller, Bob Diamond as Group Chairman, and Wing-Fai Ng as Group CEO [6][7]. Market Position - The combined entity will have one of the largest creator shareholder bases globally, including notable artists and influencers, which is expected to enhance its market presence [5][6].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Title of each class Trading Symbol Name of each exchange on which registered Ordinary Shares, $0.001 par value AGBA The Nasdaq Stock Market LLC Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share AGBAW The Nasdaq Stock Market LLC Large accelerated filer ☐ Accelerated f ...

[Filing Information](index=1&type=section&id=Filing%20Information) This section details the registrant's identification, securities, and emerging growth company status [Registrant Details](index=1&type=section&id=Registrant%20Details) This section provides the basic identification details of the registrant, AGBA Group Holding Limited, including its jurisdiction, commission file number, principal executive offices, and trading symbols on NASDAQ Capital Market - Registrant: **AGBA GROUP HOLDING LIMITED**, incorporated in **British Virgin Islands**[1](index=1&type=chunk) Securities Registered | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Ordinary Shares, $0.001 par value | AGBA | NASDAQ Capital Market | | Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share | AGBAW | NASDAQ Capital Market | - AGBA Group Holding Limited is an **emerging growth company**[2](index=2&type=chunk) [Item 2.02 Results of Operations and Financial Condition](index=2&type=section&id=Item%202.02%20Results%20of%20Operations%20and%20Financial%20Condition) This section details the announcement of AGBA Group Holding Limited's Q4 2023 financial results via press release and investor presentation [Q4 2023 Financial Results Announcement](index=2&type=section&id=Q4%202023%20Financial%20Results%20Announcement) AGBA Group Holding Limited announced its financial results for the fourth quarter ended December 31, 2023, through a press release and an investor presentation issued on March 28, 2024 - AGBA Group Holding Limited issued a press release and an investor presentation on **March 28, 2024**, regarding financial results for the fourth quarter ended **December 31, 2023**[3](index=3&type=chunk) - The press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) are incorporated by reference but are not deemed 'filed' for Section 18 of the Exchange Act[3](index=3&type=chunk) [Item 9.01 Financial Statements and Exhibits](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits) This section enumerates the exhibits accompanying the Form 8-K, including the Q4 2023 financial results press release and investor presentation [Exhibits Filed](index=2&type=section&id=Exhibits%20Filed) This section lists the exhibits furnished with the Form 8-K, which include the press release and investor presentation detailing the Q4 2023 financial results, along with the interactive data file Exhibits to Form 8-K | Exhibit No. | Exhibit Description | | :------------ | :------------------------------------------------------------------------------------------------ | | 99.1 | Press release dated March 28, 2024 | | 99.2 | Investor Presentation dated March 28, 2024 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [Signature](index=3&type=section&id=SIGNATURE) This section confirms the report's official signing by the Acting Group Chief Financial Officer on March 28, 2024 [Authorized Signature](index=3&type=section&id=Authorized%20Signature) The report was duly signed on behalf of AGBA Group Holding Limited by Shu Pei Huang, Desmond, the Acting Group Chief Financial Officer, on March 28, 2024 - The report was signed by **Shu Pei Huang, Desmond**, Acting Group Chief Financial Officer[7](index=7&type=chunk) - Date of signature: **March 28, 2024**[7](index=7&type=chunk)

Industry Overview - The year 2023 presented significant macro-economic challenges for Hong Kong and China, particularly affecting the real estate and financial markets [1] - Hong Kong, as an open economy reliant on tourism, exports, and financial markets, faced a difficult year but is now showing signs of recovery [1] - The annual Chinese New Year celebrations in 2024 saw a record number of visitors from Mainland China, indicating an increase in spending on financial products and services [1] - Structural growth in Hong Kong is being driven by demographic factors and rising demand from the Greater Bay Area (GBA) [1] Company Positioning - AGBA Group Holding Limited is strategically positioned to benefit from Hong Kong's return to growth, having adapted its business model in response to the challenges faced in 2023 [2] - The company has implemented significant cost-cutting measures, which are expected to reduce normalized operating expenses and support strong growth and profitability [2] - AGBA has secured substantial funds through a successful equity private placement in February 2024, alongside asset sales of non-core activities [2] Growth Potential - AGBA's strategic initiatives have established it as a formidable market player and facilitated new partnerships that are expected to enhance growth potential [3] - There is a notable disconnect between AGBA's current share price and its underlying business value, presenting significant upside potential for shareholders [3] - The company is focused on capturing growth while containing operating costs and is optimistic about expanding into Singapore in 2024 [4] Company Background - AGBA Group Holding Limited, established in 1993, is a leading one-stop financial supermarket in Hong Kong, offering a broad range of financial services and healthcare products in the GBA [4] - The company serves over 400,000 individual and corporate customers and is organized into four market-leading businesses: Platform Business, Distribution Business, Healthcare Business, and Fintech Business [4]

Core Viewpoint - AGBA Group Holding Limited successfully completed a private placement of ordinary shares and warrants, raising approximately $5.13 million, which reflects strong investor confidence in the company's growth potential and franchise strength [1][2]. Group 1: Private Placement Details - The private placement involved the issuance of 7,349,200 ordinary shares and warrants to purchase up to 1,469,840 ordinary shares at a price of $0.70 per share [1]. - The company anticipates gross proceeds of approximately $5,128,960 from this transaction [1]. Group 2: Management Commentary - Mr. Wing-Fai Ng, Group President, emphasized that the successful completion of the private placement highlights the strength and potential of AGBA's business [2]. - He noted that the current share price does not reflect the true value of the company, expressing optimism about future opportunities and the commitment to delivering exceptional value to shareholders [2]. Group 3: Company Overview - Established in 1993, AGBA Group is a leading one-stop financial supermarket in Hong Kong, offering a wide range of financial services and healthcare products [3]. - The company serves over 400,000 individual and corporate customers and operates through four main business segments: Platform Business, Distribution Business, Healthcare Business, and Fintech Business [3].

PART I – FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The company's unaudited financials show a deteriorating position with decreased assets, a shift to a shareholders' deficit, and a significantly widened net loss [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $82.6 million and shareholders' equity turned to a $2.9 million deficit as of September 30, 2023 | Financial Item | September 30, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Total Assets** | **$82,581,149** | **$101,221,333** | | Total Current Assets | $34,734,239 | $55,756,165 | | Total Non-current Assets | $47,846,910 | $45,465,168 | | **Total Liabilities** | **$85,521,428** | **$97,071,054** | | Total Current Liabilities | $74,545,125 | $97,020,648 | | **Total Shareholders' (Deficit) Equity** | **($2,940,279)** | **$4,150,279** | | Accumulated Deficit | ($74,973,861) | ($39,395,133) | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Revenues grew, but surging operating costs led to a net loss of $35.6 million for the nine months ended September 30, 2023 | Metric | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | **Total Revenues** | **$41,651,114** | **$19,410,147** | | Total Operating Cost and Expenses | ($77,164,782) | ($25,835,812) | | **Loss from Operations** | **($35,513,668)** | **($6,425,665)** | | **Net Loss** | **($35,578,728)** | **($13,732,251)** | | Net Loss Per Share (basic and diluted) | ($0.55) | ($0.25) | [Unaudited Condensed Consolidated Statements of Changes in Shareholders' (Deficit) Equity](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20%28Deficit%29%20Equity) Shareholders' equity shifted to a $2.9 million deficit, driven by a $35.6 million net loss partially offset by non-cash contributions - The shift to a shareholders' deficit was primarily caused by a **net loss of $35.6 million** during the first nine months of 2023[14](index=14&type=chunk) - Positive contributions to equity included **$12.0 million from share-based compensation** and **$12.6 million from the forgiveness of debt** by the holding company, which was converted to additional paid-in capital[14](index=14&type=chunk)[163](index=163&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations increased significantly to $33.4 million, leading to a $29.1 million decrease in total cash | Cash Flow Activity | Nine Months Ended Sep 30, 2023 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | ($33,364,662) | ($2,131,606) | | Net cash provided by (used in) investing activities | $4,687,096 | ($6,870,386) | | Net cash used in financing activities | ($414,651) | ($12,776,160) | | **Net change in cash, cash equivalents and restricted cash** | **($29,118,701)** | **($22,142,465)** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes disclose a going concern warning, segment details, legal proceedings, capital commitments, and subsequent capital-raising events - **Going Concern:** The company reported a **$35.6 million net loss** and **$33.4 million in negative operating cash flow** for the nine months ended Sep 30, 2023, raising substantial doubt about its ability to continue as a going concern; management is pursuing funding alternatives, including an equity purchase agreement for up to $50 million and a private placement for approximately $6.2 million[102](index=102&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - **Business Segments:** The company operates four segments: Distribution Business (insurance brokerage), Platform Business (financial supermarket), Fintech Business (investment holding), and Healthcare Business (investment holding); all revenues are generated in Hong Kong[79](index=79&type=chunk)[80](index=80&type=chunk) - **Legal Proceedings:** The company is involved in several legal proceedings, including trademark infringement and misrepresentation claims, with outcomes and potential losses currently indeterminable[207](index=207&type=chunk)[208](index=208&type=chunk)[209](index=209&type=chunk) - **Commitments:** The company has commitments to subscribe to notes of Investment A for $1.1M, contribute capital to Investment F for $0.3M, and purchase Sony Life Financial Advisers for $1.9M; it also entered an equity purchase agreement for up to $50M[210](index=210&type=chunk)[211](index=211&type=chunk)[213](index=213&type=chunk) - **Subsequent Events:** After the quarter end, the company completed an office sale for **$6.15 million** and signed binding term sheets for a private placement to raise approximately **$6.24 million**[215](index=215&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses revenue growth driven by the Distribution segment, offset by higher expenses, and outlines plans to address liquidity risks [Business Overview](index=45&type=section&id=Business%20Overview) The company operates a financial supermarket in Hong Kong across four segments: Distribution, Platform, Healthcare, and Fintech - The company's business is structured into four key segments: - **Distribution Business:** The largest financial advisor business in the market, focused on insurance and financial advisory - **Platform Business:** A "financial supermarket" offering over 1,800 products from 74 insurance providers and 45 asset management firms - **Healthcare Business:** A strategic partnership with HCMPS, one of Hong Kong's largest healthcare management organizations - **Fintech Business:** An investment portfolio including stakes in a UK digital bank (Tandem) and a US health insurer (Oscar Health)[220](index=220&type=chunk)[221](index=221&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Revenue more than doubled to $41.7 million, but a near 200% rise in operating expenses drove a net loss of $35.6 million | Metric | Nine Months Ended Sep 30, 2023 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Revenues** | **$41,651** | **$19,410** | **+114.6%** | | Distribution Business Revenue | $37,569 | $14,307 | +162.6% | | **Total Operating Expenses** | **($77,164)** | **($25,836)** | **+198.7%** | | Commission Expense | ($28,196) | ($11,219) | +151.3% | | Personnel & Benefit Expense | ($22,672) | ($8,734) | +159.6% | | Other G&A Expenses | ($20,493) | ($3,176) | +545.3% | | **Net Loss** | **($35,579)** | **($13,732)** | **+159.1%** | - The increase in Other G&A expenses was mainly due to higher legal and professional fees ($3.8M), office rental and operating fees ($3.5M), and service-related share-based compensation ($8.0M)[268](index=268&type=chunk) [Liquidity and Capital Resources](index=58&type=section&id=Liquidity%20and%20Capital%20Resources) The company faces significant liquidity challenges and a going concern risk, with plans to raise capital via equity and private placements - The company reported a **net loss of $35.6 million** and **negative operating cash flow of $33.4 million** for the nine months ended Sep 30, 2023, with a cash balance of only $1.6 million[277](index=277&type=chunk) - Management has concluded that available cash is not sufficient to fund obligations for the next 12 months, indicating a **going concern risk**[277](index=277&type=chunk)[294](index=294&type=chunk) - To improve liquidity, the company has entered into two key funding arrangements: - An equity purchase agreement with a third party to invest up to **$50 million** over 36 months - Private placement binding term sheets to receive gross proceeds of approximately **$6.24 million**[297](index=297&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=63&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures on market risk - As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the company is not required to provide quantitative and qualitative disclosures about market risk[307](index=307&type=chunk) [Controls and Procedures](index=63&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls during the quarter - Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were **effective** as of September 30, 2023[309](index=309&type=chunk) - **No changes** in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, the company's internal controls[310](index=310&type=chunk) PART II – OTHER INFORMATION [Legal Proceedings](index=64&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in several ongoing legal proceedings with indeterminable outcomes, including claims for trademark infringement and misrepresentation - The company is a defendant in three notable legal actions: - **HCA702/2018:** Alleged trademark infringement, with a trial scheduled for November 2024 - **HCA765/2019:** Alleged deceit and misrepresentation, with a claim for **~$2 million** in damages - **HCA2097 & 2098/2020:** Alleged misrepresentation and conspiracy, with a claim for **~$1.67 million** in damages[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) - For all ongoing legal proceedings, the company states that it is **unable to determine the probability of the outcome** or the range of reasonably possible loss at this stage[312](index=312&type=chunk)[313](index=313&type=chunk)[314](index=314&type=chunk) [Risk Factors](index=64&type=section&id=Item%201A.%20Risk%20Factors) The company is exempt from providing risk factor disclosures as it qualifies as a smaller reporting company - The company is not required to make disclosures under this item as it qualifies as a **smaller reporting company**[315](index=315&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=64&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) A share repurchase program was approved, but no shares were repurchased during the third quarter of 2023 - A share repurchase program for up to **1,000,000 ordinary shares** was approved in April 2023[315](index=315&type=chunk) - The company **did not repurchase any** of its ordinary shares during the three months ended September 30, 2023[315](index=315&type=chunk) [Defaults Upon Senior Securities](index=65&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - No defaults upon senior securities were reported[319](index=319&type=chunk) [Other Information](index=65&type=section&id=Item%205.%20Other%20Information) No other information was reported under this item for the period - No other information was reported under this item[319](index=319&type=chunk) [Exhibits](index=65&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the quarterly report, including officer certifications and XBRL data

As filed with the U.S. Securities and Exchange Commission on August 15, 2023 Registration No. 333-271456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ AGBA GROUP HOLDING LIMITED (Exact name of registrant as specified in its charter) _________________ | British Virgin Islands | 6199 | N/A | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (IRS E ...