Agba and Triller Announce Amended and Restated Merger Agreement

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].