LOS ANGELES - AGBA Group Holding Limited (NASDAQ:AGBA), a provider of financial services through machine-learning technologies, and Triller Corp., an AI-powered social media and live-streaming platform, have announced an amended and restated merger agreement that will see the two companies combine operations. The transaction, which is subject to shareholder approval and regulatory clearance, is expected to close promptly.
The merger, originally announced on April 16, 2024, has been updated with AGBA to domesticate as a Delaware corporation, converting all ordinary shares into shares of the new entity, AGBA Delaware Parent. Upon completion of the merger, the entity will be renamed Triller Group Inc. and is expected to trade on the Nasdaq under the ticker "ILLR."
Under the terms of the merger agreement, AGBA Delaware Parent will issue approximately 299.9 million shares of common stock and 37.7 million shares of preferred stock to Triller's current stockholders. Additionally, Triller's existing restricted stock units will convert into approximately 54 million AGBA Delaware Parent restricted stock units. A reserve of 50 million shares of common stock will also be established to address future Triller legal and financial obligations.
AGBA, established in 1993, delivers a range of financial services and healthcare products through a technology-driven ecosystem. Triller, known for pairing music culture with sports, fashion, and entertainment, leverages proprietary AI technology to enhance content distribution and engagement.
The merger aims to create a cutting-edge social media and entertainment platform for creators and users, leveraging the strengths of both AGBA's machine-learning technologies and Triller's content and technology ecosystem.
Investors and security holders are advised to read the definitive proxy statement and other relevant documents filed with the SEC when they become available, as they will contain important information about the merger.
This news is based on a press release statement.
In other recent news, AGBA Group Holding Ltd. has announced the adoption of a new equity incentive plan and the election of its board of directors. The 2024 Equity Incentive Plan, approved in the company's recent annual meeting, allows for the issuance of up to 16 million ordinary shares. This plan aims to align the interests of AGBA's officers, directors, employees, and consultants with those of the shareholders.
The same meeting also saw the election of five directors to the board, including Robert E. Diamond Jr., Ng Wing Fai, Brian Chan, Felix Yun Pun Wong, and Thomas Ng. These directors, elected by a significant majority, include members of key committees such as audit, remuneration, and nomination, indicating shareholder confidence.
In addition, shareholders ratified the appointment of WWC, P.C. as the independent auditors for the fiscal year ended December 31, 2024. These developments highlight AGBA Group's commitment to corporate governance and its strategy to incentivize performance, as part of its broader efforts to maintain transparency and align leadership interests with strategic objectives.
InvestingPro Insights
AGBA Group Holding Limited (NASDAQ:AGBA) has been navigating a dynamic financial landscape, as reflected in the latest data from InvestingPro. With a market capitalization of $207.8 million, the company's financial metrics provide a mixed picture. AGBA's revenue for the last twelve months as of Q2 2024 stands at $38.32 million, which indicates a significant decrease of 28.18% in revenue growth. This contraction in revenue is further emphasized by a quarterly revenue decline of 71.67% in Q2 2024. Despite these challenges, AGBA has managed to achieve a gross profit margin of 37.97% during the same period.
An InvestingPro Tip highlights AGBA's significant return over the last week, with a 15.98% price total return, which may interest traders looking for short-term gains. Additionally, the stock has experienced a large price uptick over the last six months, with a 549.45% price total return, suggesting a strong recent performance that could capture the attention of growth-focused investors. These returns are particularly noteworthy given the stock's historical high price volatility, another aspect that traders may want to consider.
Investors should also be aware that AGBA does not pay a dividend to shareholders, which may influence the decision-making process for income-focused portfolios. For those interested in a deeper analysis, there are over 10 additional InvestingPro Tips available for AGBA at https://www.investing.com/pro/AGBA, offering a comprehensive view of the company's financial health and market performance.
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