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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to AGBA Group Holding Limited
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
| August 22, 2025 |
Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Exhibit 99.1 Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Palm Beach, FL, Aug. 22, 2025 (GLOBE NEWSWIRE) - Triller Group Inc. (“Triller”, “Triller Group” or “the Company”) today announced that on August 19, 2025, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Compa |
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| August 22, 2025 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 19, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File |
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| August 20, 2025 |
TRILLER GROUP INC. VIA EDGAR August 20, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549 Attn: Robert Arzonetti and James Lopez Re: Triller Group Inc. Request for Withdrawal of Registration Statement on Form S-1 Filed November 15, 2024 File No. 333-283263 Dear SEC Officers: On November 15, 2024, Triller Group Inc. (the “Company”), |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 27, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 20, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File Num |
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| May 23, 2025 |
Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Exhibit 99.1 Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Palm Beach, FL, May 23, 2025 (GLOBE NEWSWIRE) - Triller Group Inc. (“Triller”, “Triller Group” or “the Company”) today announced that on May 20, 2025, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s |
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| April 23, 2025 |
Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Exhibit 99.1 Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1) Palm Beach, FL, April 23, 2025 (GLOBE NEWSWIRE) - Triller Group Inc. (“Triller”, “Triller Group” or “the Company”) today announced that on April 17, 2025, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Compa |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 17, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File N |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 11, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File |
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| April 17, 2025 |
SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 EXECUTION VERSION SENIOR SUBORDINATED SECURED CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT This Senior Subordinated Secured Convertible Note and Warrant Purchase Agreement (this “Agreement”), dated as of April 11, 2025, is by and between Triller Group Inc., a Delaware corporation (the “Company”), and KCP Holdings Limited, a Cayman Islands exempt company (the “Purchaser”). Each of t |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-38909 NOTIFICATION OF LATE FILING CUSIP NUMBER 895970101 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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| February 27, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| February 27, 2025 |
Exhibit 99.2 Trillerverz Brand Vision Company Overview FEBRUARY 2025 2 The Opportunity Disclaimer 2 About This Presentation In this presentation, the “Group”, “we”, “us” and “our” mean Triller Group Inc (the “Group” or “Triller”) and its subsidiaries . All amounts are in U . S . dollars unless otherwise indicated . The information contained herein does not purport to contain all of the information |
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| February 27, 2025 |
Triller Group Unveils 2025 Roadmap and Creator-Centric Initiatives in Investor Update Exhibit 99.1 Triller Group Unveils 2025 Roadmap and Creator-Centric Initiatives in Investor Update Los Angeles, CA, Feb. 27, 2025 (GLOBE NEWSWIRE) - Triller Group Inc. (“Triller”, “Triller Group” or “the Company”) is thrilled to release its latest investor presentation showcasing once-in-a-lifetime opportunities within the rapidly expanding Creator Economy. Transformative changes in technology and |
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| January 30, 2025 |
EX-99.4 2 ea022903301ex99-4triller.htm JOINT FILING AGREEMENT, DATED AS OF JANUARY [ ], 2025, BETWEEN KCP AND ROGER C. KENNEDY Exhibit 99.4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including am |
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| January 29, 2025 |
Exhibit 99.1 Triller Steals Social Media Spotlight with $50 Million Fundraise Triller Group Inc. (Nasdaq: ILLR) secures its place as a fierce competitor to TikTok, YouTube Shorts, and Instagram Reels with bold innovations, star power, and continued momentum Los Angeles, CA, Jan. 29, 2025 (GLOBE NEWSWIRE) - Triller Group Inc. (“Triller” or “the Company”) is making waves in the technology and invest |
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| January 29, 2025 |
Exhibit 10.3 EXECUTION VERSION INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of January 24, 2025 by and between Triller Group Inc., a Delaware corporation (the “Company”), and Roger C. Kennedy (the “Indemnitee”), a director of the Company. WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable serv |
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| January 29, 2025 |
Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 24, 2025, is made and entered into by and among Triller Group Inc., a Delaware corporation (the “Company”), and KCP Holdings Limited (the “Purchaser”). Each of the Purchaser and the Company is sometimes referred to herein each as a “Party”, and collectively as the |
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| January 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 24, 2025 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File |
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| January 29, 2025 |
COMMON STOCK PURCHASE WARRANT TRILLER GROUP INC. Exhibit 4.1 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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| January 29, 2025 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of January 24, 2025, is by and among Triller Group Inc., a Delaware corporation (the “Company”), and KCP Holdings Limited (the “Purchaser”). Each of the Purchaser and the Company is sometimes referred to herein each as a “Party”, and collectively as the “Parties”. W I T N E |
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| January 24, 2025 |
As filed with the U.S. Securities and Exchange Commission on January 24, 2025 As filed with the U.S. Securities and Exchange Commission on January 24, 2025 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRILLER GROUP INC. (Exact name of registrant as specified in its charter) Delaware 6282 33-1473901 (State or other jurisdiction of incorporation or organization |
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| January 24, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Triller Group Inc. |
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| December 23, 2024 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 17, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 12, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| December 13, 2024 |
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On October 15, 2024 (the “Closing Date”), AGBA Group Holding Limited (“AGBA”) and Triller Corp., a Delaware corporation (“Triller”), completed the previously announced merger transactions pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024, entered into by and between AGBA, its wholly owned su |
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| December 13, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A Amendment No. 1 Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 15, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation |
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| December 13, 2024 |
MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TRILLER Exhibit 99.2 MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TRILLER Unless the context otherwise requires all references in this section to “Triller,” or the “Company,” refer to the business of Triller Hold Co LLC and its subsidiaries prior to the Triller Reorganization and to Triller Corp and its subsidiaries effective as of the Reorganization. The followin |
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| December 13, 2024 |
Exhibit 99.1 Triller Corp. Condensed Consolidated Balance Sheets As of September 30, 2024 (Unaudited) and December 31, 2023 (in thousands) (Unaudited) September 30, 2024 December 31, 2023 Assets Current assets: Cash and cash equivalents $ 762 $ 1,844 Accounts receivable, net 3,141 3,116 Other current assets 2,507 1,287 Total current assets 6,410 6,247 Goodwill 163,425 234,112 Intangible assets, ne |
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| December 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 26, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 Triller Group Inc. Security Type Security Class Title Fee Calculation Rule(3) Amount Registered(1) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Common Stock, par value $0.001 per share 457(h) 30,998,400 (2) $ 3.63 $ 112,524,192 0.00015310 $ 17,227.45 Total Offering A |
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| November 27, 2024 |
Form of Award Agreement between the Company and Grantee. Exhibit 10.2 TRILLER GROUP INC. 2024 EQUITY INCENTIVE PLAN AWARD AGREEMENT THIS AGREEMENT (the “Agreement”) made as of , 2024 [insert date on which Company awards the Awarded Shares] (the “Grant Date”), by and between Triller Group Inc., a Delaware company (the “Company”), and (the “Grantee”). WITNESSETH: WHEREAS, the Company has adopted and maintains the Triller Group Inc. 2024 Equity Incentive P |
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| November 27, 2024 |
As filed with the Securities and Exchange Commission on November 27, 2024 As filed with the Securities and Exchange Commission on November 27, 2024 Registration No. |
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| November 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 22, 2024 |
TRILLER GROUP INC. 7119 West Sunset Boulevard, Suite 782 Los Angeles, CA 94006 TRILLER GROUP INC. 7119 West Sunset Boulevard, Suite 782 Los Angeles, CA 94006 Via Edgar November 22, 2024 Division of Corporation Finance Office of Finance U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Triller Group Inc., f/k/a AGBA Group Holding Limited (the “Company”) Preliminary Merger Proxy on Schedule 14A Filed June 12, 2024 File No. 001-38909 Dear SEC Off |
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| November 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 15, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 20, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 20, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission Fil |
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| November 20, 2024 |
Exhibit 99.1 Former Head of Product at TikTok Sean Kim joins Triller Group Kim brings experience from TikTok and Amazon Prime to build the next generation of the Triller App Los Angeles, Nov. 20, 2024 (GLOBE NEWSWIRE) - Triller Group Inc. (Nasdaq: ILLR) (“Triller Group” or “the Company”) today announced the appointment of Sean Kim as the new Chief Executive Officer of Triller App and the Company’s |
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| November 15, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Triller Group Inc. |
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| November 15, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 15, 2024 As filed with the U.S. Securities and Exchange Commission on November 15, 2024 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TRILLER GROUP INC. (Exact name of registrant as specified in its charter) Delaware 6282 33-1473901 (State or other jurisdiction of incorporation or organizatio |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 Triller Grou |
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| October 30, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File |
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| October 30, 2024 |
EX-99.1 2 ea021915302ex99-1triller.htm PRESS RELEASE DATED OCTOBER 30, 2024 Exhibit 99.1 Exciting Opportunity to Leverage Triller’s Underutilized Assets to Create Next-Gen Entertainment Platform NEW YORK, NY– October 30, 2024 – Triller Group Inc. (Nasdaq: ILLR) (“Triller Group” or “the Company”) today announced the release of its latest Fact Sheet, providing initial insights into the Company’s mis |
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| October 21, 2024 |
Exhibit 2.2 [Pursuant to Item 601(b)(2)(ii) of Regulation S-K, certain term to this exhibit have been omitted as they are both not material and of the type that the registrant treats as private or confidential. A copy of unredacted copy of the exhibit will be furnished supplementally to the SEC upon request.] EXECUTION VERSION AMENDMENT 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER This i |
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| October 21, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 15, 2024 Date of Report (Date of earliest event reported) TRILLER GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-38909 33-1473901 (State or other jurisdiction of incorporation) (Commission File |
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| October 21, 2024 |
144 0001749327 XXXXXXXX LIVE 0001769624 Triller Group Inc. 001-38909 AGBA Tower, 68 Johnston Road Wan Chai K3 68 85236018000 Wong Yun Pun affiliate Common Global Shares Financial Services, Inc 575 Washington Blvd Floor 9 Jersey City NJ 07310-1616 5000 18400 47320000 10/21/2024 NASDAQ Common 09/03/2024 Share Award by the Company Triller (issuer) N 5000 09/03/2024 share award by the company Y 10/21/ |
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| October 21, 2024 |
Exhibit 99.1 AGBA TAKES FINAL STEP TOWARD COMPLETION OF TRILLER MERGER The previously announced reverse stock split to comply with Nasdaq’s rules in connection with the merger will take effect on October 15, 2024. NEW YORK, NY / LOS ANGELES, CA , Oct. 14, 2024 (GLOBE NEWSWIRE) - AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA” or the “Company”) and Triller Corp. (“Triller”) today announced that N |
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| October 21, 2024 |
Exhibit 99.2 Agba Completes Merger With Triller NEW YORK, NY / LOS ANGELES, CA, Oct. 15, 2024 (GLOBE NEWSWIRE) - AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA”) today announced the completion of its previously announced merger (the “Merger”) with Triller Corp. (“Triller”). In connection with the Merger, AGBA has changed its name to Triller Group Inc. (the “Company”). The combined company’s comm |
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| October 21, 2024 |
Exhibit 3.2 State of Delaware Secretary of State Division of Corporations Delivered 01:54 PM 10/15/2024 FILED 01:54 PM 10/15/2024 SR 20243951249 - File Number 5112412 CERTIFICATE OF INCORPORATION OF TRILLER GROUP INC. ARTICLE I NAME OF THE CORPORATION The name of the corporation is Triller Group Inc. (the “Corporation’’). ARTICLE II REGISTERED AGENT The address of the registered office of the Corp |
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| October 21, 2024 |
Exhibit 10.1 TRILLER GROUP INC. 2024 EQUITY INCENTIVE PLAN 1. PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Triller Group Inc. 2024 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to encourage and enable the Employees, Non-Employee Directors and Consultants of Triller Group Inc. (the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company |
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| October 21, 2024 |
Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 01:54 PM 10/15/2024 FILED 01:54 PM 10/15/2024 SR 20243951249 - File Number 5112412 CERTIFICATE OF DOMESTICATION CERTIFICATE OF CORPORATE DOMESTICATION OF AGBA GROUP HOLDING LIMITED Pursuant to Section 388 of the General Corporation Law of the State of Delaware AGBA Group Holding Limited presently a British Virgin I |
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| October 21, 2024 |
Transformation of Triller Group Begins With Appointment of CEO and Additions to the Board Exhibit 99.3 Transformation of Triller Group Begins With Appointment of CEO and Additions to the Board NEW YORK, NY, Oct. 21, 2024 (GLOBE NEWSWIRE) - Triller Group Inc. (Nasdaq: ILLR) (“Triller Group” or “the Company”) today announced important updates to its executive leadership team and board of directors (“Board”). This marks the initial step in a series of forthcoming announcements as Triller |
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| October 21, 2024 |
Exhibit 3.3 BYLAWS OF TRILLER GROUP INC. Article I Offices Section 1.01 Registered Office. The registered office of Triller Group Inc. (the “Corporation”) will be fixed in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”). Section 1.02 Other Offices. The Corporation may have other offices, both within and without the State of Delaware, as the board of directo |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of October 2024 Commission File No. |
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| October 1, 2024 |
Exhibit 99.1 SEVENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGBA TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AGBA GROUP HOLDING LIMITED 匯邦集團控股有限公司 A COMPANY LIMITED BY SHARES 1 DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the Articles of Association of the Company, |
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| September 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2024 Commission File No. |
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| September 19, 2024 |
Exhibit 99.2 SIXTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGBA TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AGBA GROUP HOLDING LIMITED 匯邦集團控股有限公司 A COMPANY LIMITED BY SHARES 1 DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the Articles of Association of the Company, i |
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| September 19, 2024 |
AGBA Group Announces Results of Extraordinary General Meeting of Shareholders Exhibit 99.1 AGBA Group Announces Results of Extraordinary General Meeting of Shareholders · AGBA’s merger with Triller Corp. is on track to close · Shareholder approval was granted for AGBA to be incorporated as a Delaware Corporation and domiciled in the U.S., operating under the name Triller Group Inc. · All AGBA/Triller merger closing conditions have been met, with the exception of the final N |
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| September 19, 2024 |
Exhibit 99.3 SEVENTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGBA TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AGBA GROUP HOLDING LIMITED 匯邦集團控股有限公司 A COMPANY LIMITED BY SHARES 1 DEFINITIONS AND INTERPRETATION 1.1 In this Memorandum of Association and the Articles of Association of the Company, |
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| September 5, 2024 |
Exhibit 99.1 AGBA GROUP HOLDING LIMITED AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 19, 2024 NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of Shareholders of AGBA Group Holding Limited (“AGBA,” the “Company” or “we”, and when domesticated as a Delaware corporation under the name “Triller Group I |
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| September 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2024 Commission File No. |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the Month of September 2024 Commission File No. |
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| September 3, 2024 |
September 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N. |
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| September 3, 2024 |
Exhibit 2.1 EXECUTION COPY 30AUGUST2024 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among AGBA GROUP HOLDING LIMITED, AGBA SOCIAL INC., TRILLER CORP. and HOLDER REPRESENTATIVE as the HOLDER REPRESENTATIVE Dated as of August 30, 2024 TABLE OF CONTENTS Page Article I THE REORGANIZATION, DOMESTICATION AND MERGER 3 1.1 The Reorganization and the Domestication 3 1.2 The Merger 4 1.3 The Cl |
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| September 3, 2024 |
Form of Super Voting Agreement Exhibit 10.1 LOEB 30AUGUST2024 AGREED EXECUTION VERSION(2) VOTING AGREEMENT by and among TRILLER INC. and THE PARTY EXECUTING THIS AGREEMENT AS THE STOCKHOLDER Dated as of September [*], 2024 VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is entered into as of September [*], 2024, by and among TRILLER INC. (the “Company”) and GREEN NATURE LIMITED (the “Stockholder”). WHEREAS, the Stockh |
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| September 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 30, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| September 3, 2024 |
AGBA AND TRILLER ANNOUNCE AMENDED AND RESTATED MERGER AGREEMENT Exhibit 99.1 AGBA AND TRILLER ANNOUNCE AMENDED AND RESTATED MERGER AGREEMENT ● Upon transaction closing, the newly combined companies will trade on the Nasdaq under the name “Triller Group Inc.” with new expected ticker “ILLR” ● Transaction closing is anticipated to occur soon, subject to regulatory clearance, approval by AGBA’s shareholders and other customary closing conditions ● Merger will cre |
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| August 29, 2024 |
As filed with the Securities and Exchange Commission on August 29, 2024 As filed with the Securities and Exchange Commission on August 29, 2024 Registration No. |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 29, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| August 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 AGBA Group Holding Limited Security Type Security Class Title Fee Calculation Rule(3) Amount Registered(1) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Ordinary Share, par value $0. |
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| August 29, 2024 |
Form of Award Agreement between the Company and Grantee. Exhibit 10.2 AGBA GROUP HOLDING LIMITED 2024 EQUITY INCENTIVE PLAN AWARD AGREEMENT THIS AGREEMENT (the “Agreement”) made as of , 2024 [insert date on which Company awards the Awarded Shares] (the “Grant Date”), by and between AGBA Group Holding Limited, a British Virgin Islands business company (the “Company”), and (the “Grantee”). WITNESSETH: WHEREAS, the Company has adopted and maintains the AGB |
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| August 29, 2024 |
AGBA Group Holding Limited Equity Incentive Plan Exhibit 10.1 AGBA GROUP HOLDING LIMITED EQUITY INCENTIVE PLAN Article I PURPOSE The purpose of this AGBA Group Holding Limited Equity Incentive Plan (the “Plan”) is to benefit AGBA Group Holding Limited, a company incorporated in the British Virgin Islands (the “Company”) and its shareholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP HOLDIN |
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| August 1, 2024 |
AGBA GROUP HOLDING LIMITED AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR AGBA GROUP HOLDING LIMITED AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR Via Edgar August 1, 2024 Division of Corporation Finance Office of Finance U. |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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| July 5, 2024 |
Exhibit 10.7 AMENDED AND RESTATED GUARANTY AGREEMENT THIS AMENDED AND RESTATED GUARANTY AGREEMENT (this “Guaranty”) is made as of June 28, 2024, by the parties identified as guarantors on the signature pages hereto or any joinder agreement hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and f |
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| July 5, 2024 |
Form of Common Warrant to be issued by AGBA Group Holding Limited to YA II PN, LTD Exhibit 10.3 FINAL FORM WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 |
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| July 5, 2024 |
Exhibit 10.6 AGBA GROUP HOLDING LIMITED 68 Johnston Road Wan Chai, Hong Kong SAR TRILLER CORP. 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046 TRILLER HOLD CO LLC 7119 West Sunset Blvd, Suite 782 Los Angeles, CA 90046 June 28, 2024 YA II PN, Ltd. 1012 Springfield Avenue Mountainside, NJ 07092 ATTN: Mark Angelo, Portfolio Manager Re: Second Amended and Restated Standby Equity Purchase Agreem |
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| July 5, 2024 |
Exhibit 99.1 AGBA Group, one of Nasdaq’s top 10 best-performing stocks for 2024, further cements strategic partnership with Yorkville LOS ANGELES, July 05, 2024 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “Company” or the “Group”), entered into an Amended and Restated Standby Equity Purchase Agreement (“A&R SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited |
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| July 5, 2024 |
Exhibit 10.8 AMENDED AND RESTATED PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) is made as of June 28, 2024 by the parties identified as pledgors on the signature pages hereto or any joinder agreement hereto from time to time, (each a “Pledgor,” and collectively, the “Pledgors,” which terms shall include their successors and assigns), with and for the benefit and s |
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| July 5, 2024 |
Exhibit 10.4 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 28, 2024, by the parties identified as guarantors on the signature pages hereto or any joinder agreement hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and for the benefit of YA II PN, Ltd. (the “Ben |
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| July 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Com |
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| July 5, 2024 |
Exhibit 10.9 EXECUTION VERSION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of June 28, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), and AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Company,“and together with the |
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| July 5, 2024 |
Pledge Agreement, dated June 28, 2024, by and between AGBA Group Holding Inc. and YA II PN, LTD Exhibit 10.5 EXECUTION VERSION PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”) is made as of June 28, 2024 by the parties identified as pledgors on the signature pages hereto or any joinder agreement hereto from time to time, (each a “Pledgor,” and collectively, the “Pledgors,” which terms shall include their successors and assigns), with and for the benefit and security of YA II PN, Ltd |
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| July 5, 2024 |
Exhibit 10.2 EXECUTION VERSION NEITHER THIS AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS AMENDED AND RESTATED SECURED CONVERTIBLE PROMISSORY NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UND |
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| July 5, 2024 |
Exhibit 10.1 SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT THIS SECOND AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of June 28, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “ Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Company”), and TRILLER CORP. |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 12, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) AGBA Group Holding Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Proposed Maximum Aggregate Value of Transaction Fee Rate Amount of Filing Fee Fees to be Paid $ 1,285,765,200. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP HOLDI |
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| May 6, 2024 |
Empowering Shareholders: AGBA’s US$4b Merger with Triller Ushers in New Era of Value Creation Exhibit 99.1 【For Immediate Release】 Empowering Shareholders: AGBA’s US$4b Merger with Triller Ushers in New Era of Value Creation LOS ANGELES, May 06, 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 reaffirms its unwavering dedication to creating shareholder value through a collabor |
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| May 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 2, 2024 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| May 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| May 1, 2024 |
Form of Convertible Promissory Notes issued to YA II PN, Ltd. Exhibit 10.2 NEITHER THIS SECURED PROMISSORY NOTE NOR THE SECURITIES INTO WHICH THIS SECURED PROMISSORY NOTE ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, |
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| May 1, 2024 |
Form of Common Warrant to be issued by AGBA Group Holding Limited to YA II PN, LTD Exhibit 10.3 WARRANT THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDE |
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| May 1, 2024 |
Exhibit 10.1 AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT THIS AMENDED AND RESTATED STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of April 25, 2024, is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Parent”), and TRILLER CORP., a company inc |
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| May 1, 2024 |
Pledge Agreement, dated April 25, 2024, by and among YA II PN, LTD and Triller Hold Co LLC. Exhibit 10.5 Pledge agreement THIS PLEDGE AGREEMENT (this “Agreement”) is made as of April 25, 2024, the parties identified as pledgors on the signature pages hereto from time to time, (each a “Pledgor,” and collectively, the “Pledgors,” which terms shall include their successors and assigns), with and for the benefit and security of YA II PN, Ltd. (the “Secured Party,” which term shall include it |
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| May 1, 2024 |
Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of April 25, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempted company (the “Investor”), AGBA GROUP HOLDING LIMITED, a British Virgin Islands business company (“AGBA Group” or the “Parent”), and TRILLER CORP., a company incorporated under the laws of the State of Delaware ( |
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| May 1, 2024 |
Global Guaranty Agreement, dated April 25, 2024, by and among YA II PN, LTD and Triller Hold Co LLC Exhibit 10.4 GUARANTY agreement THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of April 25, 2024, by the parties identified as guarantors on the signature pages hereto from time to time (each a “Guarantor,” and collectively, the “Guarantors,” which terms shall include their respective successors and assigns), with and for the benefit of YA II PN, Ltd. (the “Beneficiary,” which term shall inc |
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| April 30, 2024 |
Building a Digital Economy Titan: AGBA and Triller Combine in $4 Billion Merger Exhibit 99.1 Building a Digital Economy Titan: AGBA and Triller Combine in $4 Billion Merger 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 Ar |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| April 19, 2024 |
Exhibit 99.1 AGBA/TRILLER $4 billion MERGER: ELEVATING SHAREHOLDER VALUE TO NEW HEIGHTS - IMMEDIATELY AND FOR THE LONG TERM LOS ANGELES, April 19, 2024 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA”), has previously announced that on April 16, 2024, it had entered into a definitive merger agreement (the “Merger Agreement”) to combine AGBA with Triller Corp. (“Triller”), a lea |
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| April 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| April 18, 2024 |
Merger Agreement dated April 16, 2024 by, among others, AGBA and Triller Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among AGBA GROUP HOLDING LIMITED, AGBA SOCIAL INC., TRILLER CORP. and HOLDER REPRESENTATIVE as the HOLDER REPRESENTATIVE Dated as of April 16, 2024 Table of Contents Page Article I THE REORGANIZATION, DOMESTICATION AND MERGER 3 1.1 The Reorganization and the Domestication 3 1.2 The Merger 3 1.3 The Closing 3 1.4 Effective Date and T |
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| April 18, 2024 |
Exhibit 99.3 Triller + AGBA Forging A New Path Ahead April 2024 ▪ AGBA is acquiring 100 % of Triller in an all - stock transaction (the “Merger”) ▪ Current AGBA shareholders will own 20 % of the post - Merger enlarged AGBA ▪ Triller stockholders will own the remaining 80 % of the post - Merger enlarged AGBA ▪ Triller will be a wholly - owned subsidiary of AGBA upon closing of the Merger ▪ The comb |
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| April 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| April 18, 2024 |
AGBA Shareholder Support Agreement dated April 16, 2024 Exhibit 10.1 SHAREHOLDER SUPPORT AGREEMENT This SHAREHOLDER SUPPORT AGREEMENT, dated as of April, 2024 (this “Agreement”), is entered into by and among (i) AGBA Group Holding Ltd., a British Virgin Islands business company (“Parent” or the “Company”), (ii) AGBA Social Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), (iii) Triller Corp., a Delaware corporation (the |
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| April 18, 2024 |
Exhibit 99.2 Triller + AGBA What it Means to Existing Shareholders April 2024 • AGBA is acquiring 100 % of Triller in an all - stock transaction (the “Merger”) - Current AGBA shareholders will own 20 % of the post - Merger enlarged AGBA - Triller stockholders will own the remaining 80 % of the post - Merger enlarged AGBA • Triller will be a wholly - owned subsidiary of AGBA upon closing of the Mer |
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| April 18, 2024 |
Exhibit 99.1 AGBA and Triller Merge to Create a $4 Billion Powerhouse, Unleashing a Game-Changing Power in Digital Content and Financial Services ● Transaction expected to value the combination of AGBA and Triller at approximately $4 billion. ● Majority shareholder support already obtained from both AGBA and Triller. ● At closing, Triller will be a wholly-owned subsidiary of AGBA. ● AGBA stockhold |
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| April 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 10, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38 |
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| March 28, 2024 |
Exhibit 21.1 List of subsidiaries Name of subsidiary Background Effective ownership TAG International Limited (“TIL”) ● British Virgin Islands company 100% owned by AGBA ● Investment holding TAG Asset Partners Limited (“TAP”) ● British Virgin Islands company 100% owned by TIL ● Investment holding OnePlatform International Limited (“OIL”) ● HongKong company 100% owned by TAP ● Investment holding TA |
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| March 28, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 28, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-389 |
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| March 28, 2024 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Exhibit 26 ISSUER PURCHASES OF EQUITY SECURITIES AGBA Group Holding Limited - For the Period October 1, 2023 through December 31, 2023 - None Use the checkbox to indicate if any officer or director reporting pursuant to Section 16(a) of the Exchange Act (15 U. |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 00 |
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| March 28, 2024 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Exhibit 26 ISSUER PURCHASES OF EQUITY SECURITIES Use the checkbox to indicate if any officer or director reporting pursuant to section 16(a) of the Exchange Act (15 U. |
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| March 28, 2024 |
AGBA Announces Fourth Quarter 2023 Earnings, Amid Challenging Macro Environment. Exhibit 99.1 【For Immediate Release】 AGBA Announces Fourth Quarter 2023 Earnings, Amid Challenging Macro Environment. HONG KONG (28 March 2024) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or “the Company”) the leading one-stop financial supermarket in Hong Kong released its financial results for the fourth quarter of 2023. The Company generated $48.9 million in commissions from its Distrib |
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| March 28, 2024 |
Exhibit 97.1 AGBA GROUP HOLDING LIMITED [“the Company”] CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders [to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ado |
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| March 28, 2024 |
Exhibit 99.2 #1 Wealth and Health Group in Greater Bay Area, China INVESTOR PRESENTATION Q4 2023 Financial Results March 2024 2 Disclaimer and Confidentiality 2 About This Presentation In this presentation, the “Group”, “we”, “us” and “our” mean AGBA Group Holding Limited (the “Group” or “AGBA”) and its subsidiaries . All amounts are in U . S . dollars unless otherwise indicated . The information |
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| March 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38909 AGBA GROUP HOLDING LIMITED (Exa |
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| March 21, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 27, 2024 |
Exhibit 99.1 AGBA Group is Positioned For Hong Kong’s Rebounding Macro Environment with Business Refinements and Growth Strategies HONG KONG, Feb. 27, 2024 (GLOBE NEWSWIRE) - The year 2023 posed significant macro-economic challenges for Hong Kong and China, particularly in relation to the Chinese real estate and financial markets. As an open economy heavily reliant on tourism, exports, and financi |
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| February 27, 2024 |
Exhibit 99.2 Investor Presentation February 2024 Exciting Opportunities Ahead Encouraging Macro Environment ▪ 2023 was a tough year for Hong Kong and China. ▪ Current macro environment bolstered by emerging signs of a China recovery. ▪ Plus, support from structural growth from demographics, GBA. AGBA Is Well Positioned For Growth ▪ Response to external challenges: simplify business model and mater |
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| February 27, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 15, 2024 |
Exhibit 10.1 Strictly Confidential Share Placement Term Sheet This Term Sheet is provided for your information only on a strictly private and confidential basis and as the key terms of the proposed subscription of share placement to be issued by AGBA Group Holding Limited (“AGBA”) (the “Subscription”). A. Issuer AGBA Group Holding Limited (Nasdaq: AGBA) B. Instrument AGBA shares private placement |
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| February 15, 2024 |
Exhibit 99.1 AGBA Celebrates Major Milestone with Successful Completion of Private Placement at a Premium to Market Price HONG KONG, Feb. 15, 2024 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or “the Company”), the leading one-stop financial supermarket in Hong Kong completed a private placement (the “PIPE”) of ordinary shares of the Company (the “Ordinary Shares”) and warr |
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| February 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2024 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| February 15, 2024 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 3, 2024 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) |
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| January 3, 2024 |
Exhibit 3.1 Company Number: 1994475 AGBA Group Holding Limited 匯邦集團控股有限公司 CERTIFIED COPY OF EXTRACT OF RESOLUTION ADOPTED BY THE SHAREHOLDERS PURSUANT TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE COMPANY ON THE 28TH DAY OF DECEMBER 2023 RESOLVED THAT: Clause 6.2 of the memorandum of association of the Company be deleted in its entirety and replaced with the following: “6.2 The Company is a |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP H |
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| November 14, 2023 |
Exhibit 99.2 #1 Wealth and Health Group in Greater Bay Area, China INVESTOR PRESENTATION Q3 2023 Financial Results November 2023 2 Disclaimer and Confidentiality About This Presentation In this presentation, the “Group”, “we”, “us” and “our” mean AGBA Group Holding Limited (the “Group” or “AGBA”) and its subsidiaries . All amounts are in U . S . dollars unless otherwise indicated . The information |
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| November 14, 2023 |
AGBA Group Releases Third Quarter 2023 Financial Results Exhibit 99.1 [ For Immediate Release ] AGBA Group Releases Third Quarter 2023 Financial Results HONG KONG (14 November 2023) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or “the Company”) the leading one-stop financial supermarket in Hong Kong released its financial results for its third quarter ended September 30, 2023. The Company generated USD 41 million in revenue for the first nine mon |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) |
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| November 14, 2023 |
Purchases of Equity Securities by the Issuer and Affiliated Purchasers Exhibit 26 ISSUER PURCHASES OF EQUITY SECURITIES Use the checkbox to indicate if any officer or director reporting pursuant to section 16(a) of the Exchange Act (15 U. |
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| November 8, 2023 |
AGBA Group Entered Into Term Sheets for US$6.2 Million Private Placement Offering Exhibit 99.1 AGBA Group Entered Into Term Sheets for US$6.2 Million Private Placement Offering HONG KONG, Nov. 08, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or “the Company”) the leading one-stop financial supermarket in Hong Kong entered into term sheets for a private placement offering with an institutional investor, AGBA’s Group President, Mr. Wing-Fai Ng and AGB |
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| November 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| November 8, 2023 |
Exhibit 10.1 Strictly Confidential Share Placement Term Sheet This Term Sheet is provided for your information only on a strictly private and confidential basis and as the key terms of the proposed subscription of share placement to be issued by AGBA Group Holding Limited (“AGBA”) (the “Subscription”). A. Issuer AGBA Group Holding Limited (Nasdaq: AGBA) B. Instrument AGBA shares private placement |
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| November 8, 2023 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| October 4, 2023 |
AGBA Address Shareholder Inquiries Every Wednesday in its Q&A Session Exhibit 99.2 AGBA Address Shareholder Inquiries Every Wednesday in its Q&A Session HONG KONG, Oct. 03, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “company”), the leading one-stop financial supermarket in Hong Kong, announces weekly Q&A sessions on its social media platform, X (formerly twitter). To maintain a culture of transparency, the company is pleased to |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| October 4, 2023 |
AGBA Confirms Self-Imposed Lockup Of Two Significant Shareholders Exhibit 99.1 AGBA Confirms Self-Imposed Lockup Of Two Significant Shareholders HONG KONG (4 October 2023) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “Company”), the leading one-stop financial supermarket in Hong Kong, confirms self-imposed lockup of all shares in AGBA held by two significant shareholders. Two significant stakeholders of AGBA, namely AGBA Holdings Limited and Apex T |
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| October 3, 2023 |
Other Events, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 3, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| October 3, 2023 |
AGBA Reported to NASDAQ and SEC in relation to Irregular Trading Activities in AGBA Shares Exhibit 99.1 AGBA Reported to NASDAQ and SEC in relation to Irregular Trading Activities in AGBA Shares HONG KONG, Oct. 03, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or the “Company”), the leading one-stop financial supermarket in Hong Kong, provide updates on its actions against certain irregular trading activities in the Company’s ordinary shares. On October 3, 20 |
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| September 22, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 20, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) |
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| September 19, 2023 |
Exhibit 99.1 AGBA Group Appoints Bob Diamond as Chairman and Announces Atlas Merchant Capital as Strategic Advisor HONG KONG (19 September 2023) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA”, “The Group”), the leading one-stop financial supermarket in Hong Kong, announced the appointment of Mr. Bob Diamond as the Chairman of the AGBA Board, effective immediately. AGBA has also engaged Atlas |
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| September 19, 2023 |
Exhibit 10.1 September 19, 2023 AGBA Group Holding Limited Via email Attention: Mr. Wing Fai Ng Executive Chairman Dear Wing Fai: We are pleased that AGBA Group Holding Limited (the “Company” or “AGBA”) has chosen to engage Atlas Merchant Capital LLC or an affiliate (“AMC”) to render certain advisory services to the Company (the “Engagement”). We look forward to working with you and have set forth |
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| September 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 19, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) |
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| September 7, 2023 |
Exhibit 10.1 EXECUTION EQUITY PURCHASE AGREEMENT THIS EQUITY PURCHASE AGREEMENT (this “Agreement”) is entered into as of September 7, 2023 (the “Execution Date”), by and between AGBA Group Holding Limited., a British Virgin Islands company (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Investor”). RECITALS WHEREAS, the parties desire that, upon th |
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| September 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 7, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) |
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| September 7, 2023 |
Exhibit 10.2 EXECUTION REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 7, 2023 (the “Execution Date”), is entered into by and between AGBA Group Holding Limited a British Virgin Islands company (the “Company”), and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (the “Buyer”). Capitalized terms used herein and not otherwi |
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| September 7, 2023 |
AGBA Group Announces $50 Million Equity Purchase Agreement Exhibit 99.1 【For Immediate Release】 September 7, 2023 AGBA Group Announces $50 Million Equity Purchase Agreement HONG KONG, Sept. 07, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA”, “The Group”), the leading one-stop financial supermarket in Hong Kong, today announced a standby equity purchase agreement with Williamsburg Venture Holdings, LLC (“WVH”) that will allow WVH |
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| August 30, 2023 |
AGBA Review of Comparable Companies dated August 30, 2023 Exhibit 99.2 |
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| August 30, 2023 |
Exhibit 99.1 1 Wealth and Health Gíoup in Gíeateí Bay Aíea, China INVESTOR PRESENTATION August 2023 2 Disclaimer and Confidentiality About ľhis Píesentation In this píesentation, the “Gíoup”, “we”, “us” and “ouí” mean AGBA Gíoup Holding Limited (the “Gíoup” oí “AGBA”) and its subsidiaíies . All amounts aíe in U . S . dollaís unless otheíwise indicated . ľhe infoímation contained heíein does not pu |
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| August 30, 2023 |
Other Events, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 30, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| August 30, 2023 |
AGBA Group updates on Financial Projections showing Acceleration to Profitability within Months Exhibit 99.3 AGBA Group updates on Financial Projections showing Acceleration to Profitability within Months HONG KONG, Aug. 30, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA”, “The Group”), the leading one-stop financial supermarket in Hong Kong, today released an update to its financial projections. The revised financial projections take into account external factors, |
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| August 29, 2023 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-271456 AGBA Group Holding Limited 7,772,847 Ordinary Shares Including 2,412,500 Ordinary Shares issuable upon the exercise of Warrants and 5,360,347 Ordinary Shares offered by Selling Securityholders This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling S |
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| August 24, 2023 |
AGBA GROUP HOLDING LIMITED AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR AGBA GROUP HOLDING LIMITED AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR VIA EDGAR August 24, 2023 U. |
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| August 15, 2023 |
Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Road Central Hong Kong SAR Main +852-3923-1111 Fax +852-3923-1100 August 15, 2023 United States Securities and Exchange Commission (the “Commission”) Division of Corporation Finance Office of Finance 100 F Street, N. |
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| August 15, 2023 |
As filed with the U.S. Securities and Exchange Commission on August 15, 2023 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 jurisdict |
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| August 11, 2023 |
Exhibit 99.2 #1 Wealth and Health Group in Greater Bay Area, China INVESTOR PRESENTATION Q2 2023 Financial Results August 2023 2 Disclaimer and Confidentiality About This Presentation In this presentation, the “Group”, “we”, “us” and “our” mean AGBA Group Holding Limited (the “Group” or “AGBA”) and its subsidiaries . All amounts are in U . S . dollars unless otherwise indicated . The information c |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP HOLDIN |
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| August 11, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 11, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| August 11, 2023 |
Exhibit 99.1 [ For Immediate Release ] 11 August 2023 AGBA Group Delivers Q2 Results, Driving Continued Robust Revenue Growth Against Slow Economic Recovery ● Revenue for Q2 2023 of USD$17m, strong growth of 325% from last year ● Expansion into new geographies and evolution of product offering HONG KONG, Aug. 11, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limited (“AGBA”, “The Group |
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| August 8, 2023 |
As filed with the U.S. Securities and Exchange Commission on August 8, 2023 As filed with the U.S. Securities and Exchange Commission on August 8, 2023 Registration No. 333-271456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 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 jurisdicti |
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| August 8, 2023 |
Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Road Central Hong Kong SAR Main +852-3923-1111 Fax +852-3923-1100 August 8, 2023 United States Securities and Exchange Commission (the “Commission”) Division of Corporation Finance Office of Finance 100 F Street, N. |
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| July 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2023 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 30, 2023 |
Exhibit 10.1 TERMINATION OF FORWARD SHARE PURCHASE AGREEMENT THIS TERMINATION OF FORWARD SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of June 29, 2023 (the “Effective Date”), by and among (i) AGBA Group Holding Limited, a British Virgin Islands business company (the “Company”) (as successor-in-interest to AGBA Acquisition Limited, a British Virgin Islands business company) (“AGBA”), (ii) |
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| June 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Commission File Number) (I. |
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| June 5, 2023 |
AGBA Group (NASDAQ: ‘AGBA’) Comments on its Share Price Performance Since Listing in November 2022 Exhibit 99.1 【For Immediate Release】 5 June 2023 AGBA Group (NASDAQ: ‘AGBA’) Comments on its Share Price Performance Since Listing in November 2022 HONG KONG - NASDAQ-listed, AGBA Group Holding Limited (“AGBA”), the leading one-stop financial supermarket in Hong Kong, today provided context for its share price performance since the de-SPAC transaction in November 2022, which has fallen short of AG |
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| May 26, 2023 |
Loeb & Loeb LLP 2206-19 Jardine House 1 Direct +852-3923-1111 Connaught Road Central Main +852-3923-1111 Hong Kong SAR Fax +852-3923-1100 May 26, 2023 United States Securities and Exchange Commission (the “Commission”) Division of Corporation Finance Office of Finance 100 F Street, N. |
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| May 26, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 26, 2023 As filed with the U.S. Securities and Exchange Commission on May 26, 2023 Registration No. 333-271456 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 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 |
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| May 16, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Comm |
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| May 16, 2023 |
Exhibit 99.2 #1 Wealth and Health Group in Greater Bay Area, China INVESTOR PRESENTATION Q1 2023 Financial Results May 2023 2 Disclaimer and Confidentiality About This Presentation In this presentation, the “Group”, “we”, “us” and “our” mean AGBA Group Holding Limited (the “Group” or “AGBA”) and its subsidiaries . All amounts are in U . S . dollars unless otherwise indicated . The information cont |
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| May 16, 2023 |
Exhibit 99.1 AGBA Group Holding Limited (NASDAQ: ‘AGBA’) Announces Q1 2023 Results and Sees Tremendous Opportunities for Growth as China and Hong Kong Rebound. ● Revenue for Q1 2023 of USD$11.1m, up 533% on the same period in 2022 HONG KONG, May 15, 2023 (GLOBE NEWSWIRE) — NASDAQ-listed, AGBA Group Holding Limited (“AGBA”), the leading one-stop financial supermarket in Hong Kong, today published i |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP HOLDI |
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| May 8, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 21, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| April 26, 2023 |
Exhibit 107 EX-FILING FEES Calculation of Filing Fee Tables FORM S-1 (Form Type) AGBA Group Holding Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Ordinary Shares, par value $0. |
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| April 26, 2023 |
Power of Attorney (included on signature page) As filed with the U.S. Securities and Exchange Commission on April 26, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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 incorporation or or |
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| April 18, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 18, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| April 14, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 14, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| April 14, 2023 |
Exhibit 99.1 Financial Projections 2023 - 2027 and Valuation April 2023 Public Release, April 2023 2 Disclaimer and Confidentiality 2 Safe Harbor Disclaimer for Forward - Looking Statements : This presentation has been prepared by management of AGBA Group Holding Limited (together with its subsidiaries, collectively “AGBA”) and does not constitute a prospectus, and should under no circumstances be |
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| April 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 5, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Com |
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| April 5, 2023 |
Exhibit 10.1 EXECUTION VERSION SALE AND PURCHASE AGREEMENT BETWEEN SONY LIFE SINGAPORE PTE. LTD. and ONEPLATFORM INTERNATIONAL LIMITED DATED THE 5th DAY OF APRIL 2023 TABLE OF CONTENTS CLAUSE PAGE 1. DEFINITIONS AND INTERPRETATION 1 2. SALE OF THE SALE SHARES 5 3. CONSIDERATION 5 4. CONDITIONS 5 5. Pre-COMPLETION undertakings 6 6. COMPLETION 8 7. Post-completion adjustments 9 8. REPRESENTATIONS, W |
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| April 3, 2023 |
Exhibit 21.1 List of subsidiaries Name of subsidiary Background Effective ownership TAG International Limited (“TIL”) ● British Virgin Islands company ● Investment holding 100% owned by AGBA TAG Asset Partners Limited (“TAP”) ● British Virgin Islands company ● Investment holding 100% owned by TIL OnePlatform International Limited (“OIL”) ● Hong Kong company ● Investment holding 100% owned by TAP T |
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| April 3, 2023 |
Description of Registrant’s Securities Exhibit 4.3 DESCRIPTION OF THE COMPANY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of March 31, 2023, AGBA Group Holding Limited (“we,” “our,” “us” or the “Company”) had the following two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) ordinary share, $0.001 par v |
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| April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38909 AGBA GROUP HOLDING LIMITED (Exa |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response 2.50 SEC FILE NUMBER FORM 12b-25 001 40820 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR G4R23P103 For Period Ended: December 31, 2 |
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| March 7, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 7, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Com |
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| March 7, 2023 |
Exhibit 99.2 Public Release March 2023 AGBA Group Holding Limited (NASDAQ: AGBA) Business Highlights and Management Discussion March 2023 Public Release March 2023 About this Presentation In this presentation, the “Group”, “we”, “us” and “our” mean AGBA Group Holding Limited (the “Group” or “AGBA”) and its subsidiaries. All amounts are in U.S. dollars unless otherwise indicated. The information co |
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| March 7, 2023 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 7, 2023 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Com |
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| March 7, 2023 |
Exhibit 99.1 |
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| March 7, 2023 |
Exhibit 99.1 NASDAQ-listed wealth and health firm, AGBA Group Holding Limited, “AGBA” announces Full Business Integration of over 1,500 Financial Advisors. ● Key milestone for AGBA’s business and expansion for the Greater Bay Area ● Full integration will enable AGBA to aggressively grow within the Greater Bay Area Hong Kong, March 07, 2023 (GLOBE NEWSWIRE) - NASDAQ-listed, AGBA Group Holding Limit |
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| March 7, 2023 |
Exhibit 99.3 AGBA is a leading one - stop financial supermarket based in Hong Kong offering the broadest set of financial and healthcare products in the Guangdong - Hong Kong - Macao Greater Bay Area (GBA) through a tech - led ecosystem, enabling clients to unlock the choice that best suits their needs . Trusted by over 400 , 000 individual and corporate customers, the Group focuses on four market |
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| February 24, 2023 |
As filed with the Securities and Exchange Commission on February 24, 2023 As filed with the Securities and Exchange Commission on February 24, 2023 Registration No. |
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| February 24, 2023 |
Form of Award Agreement between the Company and Grantee. Exhibit 10.2 AGBA GROUP HOLDING LIMITED SHARE AWARD SCHEME AWARD AGREEMENT THIS AGREEMENT (the “Agreement”) made as of , 2023 [insert date on which Company awards the Awarded Shares] (the “Grant Date”), by and between AGBA Group Holding Limited, a British Virgin Islands business company (the “Company”), and (the “Grantee”). WITNESSETH: WHEREAS, the Company has adopted and maintains the AGBA Group |
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| February 24, 2023 |
Form of Award Agreement between the Trustee and Grantee. Exhibit 10.3 AGBA GROUP HOLDING LIMITED SHARE AWARD SCHEME AWARD AGREEMENT THIS AGREEMENT (the “Agreement”) made as of , 2023 [insert date on which Trustee awards the Awarded Shares] (the “Grant Date”), by and between [●], a British Virgin Islands business company as Trustee of the AGBA Group Holding Limited Share Award Scheme (the “Trustee”), and (the “Grantee”). WITNESSETH: WHEREAS, AGBA Group H |
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| February 24, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 AGBA Group Holding Limited Security Type Security Class Title Fee Calculation Rule(3) Amount Registered(1) Proposed Maximum Offering Price Per Share(3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(4) Equity Ordinary Share, par value $0. |
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| February 13, 2023 |
SC 13G/A 1 d427394dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* AGBA Group Holding Ltd (Name of Issuer) Ordinary shares, par value $0.001 per share (Title of Class of Securities) G01212102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) C |
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| February 6, 2023 |
SC 13G/A 1 agbaa120123.htm BANK OF MONTREAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Agba Acquisition Ltd (Name of Issuer) Common Stock (Title of Class of Securities) G0120M109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| December 19, 2022 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Defined terms included below have the same meanings as terms defined and included elsewhere in the Current Report on Form 8-K and if not defined in the Form 8-K, the definitive proxy statement filed with the Securities and Exchange Commission on October 28, 2022. Introduction On November 14, 2022 (the “Transaction Close”), TAG Busines |
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| December 19, 2022 |
Exhibit 99.1 TAG INTERNATIONAL LIMITED AND TAG ASIA CAPITAL HOLDINGS LIMITED Unaudited Condensed Combined Financial Statements For The Nine Months Ended September 30, 2022 And 2021 TAG INTERNATIONAL LIMITED AND TAG ASIA CAPITAL HOLDINGS LIMITED INDEX TO UNAUDITED CONDENSED COMBINED FINANCIAL STATEMENTS Page Unaudited Condensed Combined Balance Sheets as of September 30, 2022 and December 31, 2021 |
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| December 19, 2022 |
Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TAG BUSINESS The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand the results of operations and financial condition of the TAG Business for the nine months ended September 30, 2022 and 2021. The following discuss |
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| December 19, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 19, 2022 (November 14, 2022) Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State |
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| December 6, 2022 |
Letter from Marcum LLP to the SEC, dated December 6, 2022 EX-16.1 2 ea169700ex16-1agbagroup.htm LETTER FROM MARCUM LLP TO THE SEC, DATED DECEMBER 6, 2022 Exhibit 16.1 December 6, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Re: AGBA Group Holding Limited Dear Commissioners: We have read the statements in the Form 8-K dated December 6, 2022, of AGBA Group Holding Limited to be filed with the Securities and Exchange Commis |
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| December 6, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 6, 2022 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) ( |
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| November 25, 2022 |
AGBA / AGBA Acquisition Limited Ordinary Share / TAG Holdings Ltd - SCHEDULE 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AGBA Group Holding Limited (Name of Issuer - as specified in its charter) Ordinary Shares, $0.001 par value (Title of Class of Securities) G01212102 (CUSIP Number) TAG Holdings Limited AGBA Tower 68 Johnston Road Hong Kong SAR +852 3601 8000 (Name, Address and Telephone Number of Person |
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| November 18, 2022 |
Exhibit 2.2 AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT THIS AMENDMENT (this ?Amendment?) to the Business Combination Agreement (as defined herein) is made and entered into this November 18, 2021 by and among AGBA Acquisition Limited, a British Virgin Islands business company (the ?Acquiror?), TAG International Limited, a British Virgin Islands business company (?B2B?), TAG Asset Partners Limi |
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| November 18, 2022 |
AGBA ACQUISITION LIMITED COMPLETES BUSINESS COMBINATION WITH TAG HOLDINGS LIMITED Exhibit 99.1 AGBA ACQUISITION LIMITED COMPLETES BUSINESS COMBINATION WITH TAG HOLDINGS LIMITED ● Pursuant to a Business Combination with TAG Holdings Limited and other parties, AGBA Acquisition Limited has completed its planned business combination. ● The post-combination company, which has taken on the name AGBA Group Holding Limited (“AGBA”), is expected to begin trading on NASDAQ on Tuesday, No |
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| November 18, 2022 |
Exhibit 4.1 SPECIMEN ORDINARY SHARE CERTIFICATE CERTIFICATE NUMBER SHARE AGBA GROUP HOLDING LIMITED INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS ORDINARY SHARE SEE REVERSE FOR CERTAIN DEFINITIONS THIS CERTIFIES THAT CUSIP: G[*] IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF $0.001 PAR VALUE AGBA GROUP HOLDING LIMITED transferable on the books of the Company in person |
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| November 18, 2022 |
Exhibit 2.4 AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO. 3 (this ?Amendment No. 3?) to the Business Combination Agreement (as defined herein) is made and entered into this May 4, 2022 by and among AGBA Acquisition Limited, a British Virgin Islands business company (the ?Acquiror?), AGBA Merger Sub I Limited, a British Virgin Islands business company (?Merger Sub I?), AG |
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| November 18, 2022 |
Exhibit 2.5 BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT This BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT is made and entered into as of October 21, 2022 (this ?Waiver and Amendment Agreement?) by and among AGBA Acquisition Limited (the ?Acquiror?), AGBA Merger Sub I Limited (?Merger Sub I?), AGBA Merger Sub II Limited (?Merger Sub II?), TAG International Limited (?B2B?), TAG Asset |
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| November 18, 2022 |
Exhibit 3.1 FIFTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AGBA GROUP HOLDING LIMITED ?????????? TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AGBA GROUP HOLDING LIMITED ?????????? A COMPANY LIMITED BY SHARES (ADOPTED BY RESOLUTION OF SHAREHOLDERS DATED 10 NOVEMBER 2022 AND EFFECTIVE ON 14 NOVEMB |
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| November 18, 2022 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT dated November 3, 2021 by and among AGBA Acquisition Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited TABLE OF CONTENTS Page Article I DEFINITIONS 2 Article II THE ACQUISITION MERGER 12 2.1 Acquisition Merger 12 2.2 C |
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| November 18, 2022 |
Exhibit 2.3 AMENDMENT NO. 2 TO THE BUSINESS COMBINATION AGREEMENT THIS AMENDMENT NO. 2 (this ?Amendment No. 2?) to the Business Combination Agreement (as defined herein) is made and entered into this January 4, 2022 by and among AGBA Acquisition Limited, a British Virgin Islands business company (the ?Acquiror?), TAG International Limited, a British Virgin Islands business company (?B2B?), TAG Ass |
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| November 18, 2022 |
Exhibit 10.3 Ng Wing Fai Page 1 / 5 PRIVATE AND CONFIDENTIAL 01 November 2022 Mr. Ng Wing Fai Present Dear Wing Fai, RE: Letter of Appointment (?the Contract?) and Transfer (?Transfer?) We are pleased to inform you that with effect from 1 November 2022, the employer of your employment with AGBA Management Company Limited, will be replaced with Tandem Money Hong Kong Limited (the ?Company?). Your p |
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| November 18, 2022 |
Exhibit 10.4 Wong Suet Fai, Almond Page 1 / 5 PRIVATE AND CONFIDENTIAL 01 November 2022 Ms. Wong Suet Fai, Almond Present Dear Almond, RE: Letter of Appointment (?the Contract?) and Transfer (?Transfer?) We are pleased to inform you that with effect from 1 November 2022, the employer of your employment with AGBA Management Company Limited, will be replaced with Tandem Money Hong Kong Limited (the |
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| November 18, 2022 |
Exhibit 10.2 FORM OF AGBA GROUP HOLDING LIMITED SHARE AWARD SCHEME 1. DEFINITIONS AND INTERPRETATION 1.1 In this Scheme, save where the context otherwise requires, the following expressions have the respective meanings set opposite them: ?Adoption Date? the date on which this Scheme is approved and adopted by the Board; ?Articles? the articles of association of the Company from time to time; ?Awar |
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| November 18, 2022 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Defined terms included below have the same meanings as terms defined and included elsewhere in the Current Report on Form 8-K and if not defined in the Form 8-K, the definitive proxy statement filed with the Securities and Exchange Commission on October 28, 2022. Introduction On November 14, 2022 (the ?Transaction Close?), TAG Busines |
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| November 18, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 LIST OF SUBSIDIARIES Subsidiary Jurisdiction of Incorporation or Organization TAG International Limited British Virgin Islands TAG Asset Partners Limited British Virgin Islands OnePlatform International Limited Hong Kong OnePlatform Wealth Management Limited Hong Kong OnePlatform International Property Limited Hong Kong AGBA Innovation Limited Hong Kong FinLiving Limited Hong Kong One |
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| November 18, 2022 |
Exhibit 4.2 SPECIMEN WARRANT CERTIFICATE NUMBER [ ] WARRANTS WA- (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME, FIVE YEARS FROM THE CLOSING DATE OF THE COMPANY?S INITIAL BUSINESS COMBINATION) AGBA GROUP HOLDING LIMITED CUSIP [*] WARRANT THIS WARRANT CERTIFIES THAT, for value received , or registered agents, is the registered holder of a Warrant or Warrants (the |
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| November 18, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 14, 2022 Date of Report (Date of earliest event reported) AGBA GROUP HOLDING LIMITED (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) |
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| November 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 AGBA GROUP H |
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| November 16, 2022 |
Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 14, 2022 |
NT 10-Q 1 ea168666-nt10qagbagroup.htm NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-38909 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ T |
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| November 10, 2022 |
Exhibit 99.1 AGBA Acquisition Limited Announces Approval of Business Combination and Ability of Stockholders to Withdraw Ordinary Shares Tendered for Redemption NEW YORK, November 10 2022 /PRNewswire/ - AGBA Acquisition Limited (NASDAQ: AGBA, the “Company”), a special purpose acquisition company, announced today that all proposals presented to shareholders at the special meeting of shareholders he |
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| November 10, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (Date of earliest event reported) AGBA Acquisition Limited (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| November 10, 2022 |
Forward Share Purchase Agreement, dated as of November 9, 2022 Exhibit 10.1 FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this ?Agreement?) is entered into as of November 9, 2022 by and among (i) AGBA Acquisition Limited, a British Virgin Islands business company (?AGBA?), (ii) TAG International Limited, a British Virgin Islands business company, TAG Asset Partners Limited, a British Virgin Islands business company and a wholly owned |
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| November 10, 2022 |
Forward Share Purchase Agreement, dated as of November 9, 2022 Exhibit 10.1 FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this ?Agreement?) is entered into as of November 9, 2022 by and among (i) AGBA Acquisition Limited, a British Virgin Islands business company (?AGBA?), (ii) TAG International Limited, a British Virgin Islands business company, TAG Asset Partners Limited, a British Virgin Islands business company and a wholly owned |
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| November 10, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 9, 2022 Date of Report (Date of earliest event reported) AGBA Acquisition Limited (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| November 10, 2022 |
United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 10, 2022 Date of Report (Date of earliest event reported) AGBA Acquisition Limited (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (C |
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| October 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 28, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 October 28, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya K. Aldave and Susan Block Re: AGBA Acquisition Limited Amendment No. 8 to Preliminary Proxy Statement on Schedule 14A Filed October 26, |
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| October 28, 2022 |
AGBA ACQUISITION LIMITED Room 1108, 11th Floor, Block B New Mandarin Plaza, 14 Science Museum Road Tsimshatsui East, Kowloon, Hong Kong October 28, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N. |
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| October 27, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 October 27, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya K. Aldave and Susan Block Re: AGBA Acquisition Limited Amendment No. 8 to Preliminary Proxy Statement on Schedule 14A Filed October 26, |
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| October 26, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 October 26, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya K. Aldave and Susan Block Re: AGBA Acquisition Limited Amendment No. 7 to Preliminary Proxy Statement on Schedule 14A Filed October 21, |
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| October 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 8) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 7) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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| October 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 21, 2022 Date of Report (Date of earliest event reported) AGBA Acquisition Limited (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (State or other jurisdiction of incorporation) (Co |
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| October 21, 2022 |
DEFA14A 1 ea167293-8kagbaacq.htm CURRENT REPORT United States SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 21, 2022 Date of Report (Date of earliest event reported) AGBA Acquisition Limited (Exact Name of Registrant as Specified in its Charter) British Virgin Islands 001-38909 N/A (S |
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| October 21, 2022 |
Business Combination Agreement Waiver and Amendment, dated as of October 21, 2022 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT This BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT is made and entered into as of October 21, 2022 (this ?Waiver and Amendment Agreement?) by and among AGBA Acquisition Limited (the ?Acquiror?), AGBA Merger Sub I Limited (?Merger Sub I?), AGBA Merger Sub II Limited (?Merger Sub II?), TAG International Limited (?B2B?), TAG Asset |
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| October 21, 2022 |
345 Park Avenue New York, NY 10154-1895 Direct 212.407.4000 Main 212.407.4000 Fax 212.407.4990 October 21, 2022 United States Securities and Exchange Commission Division of Corporation Finance Office of Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Tonya K. Aldave and Susan Block Re: AGBA Acquisition Limited Amendment No. 6 to Preliminary Proxy Statement on Schedule 14A Filed September 2 |
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| October 21, 2022 |
Business Combination Agreement Waiver and Amendment, dated as of October 21, 2022 Exhibit 2.1 BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT This BUSINESS COMBINATION AGREEMENT WAIVER AND AMENDMENT is made and entered into as of October 21, 2022 (this ?Waiver and Amendment Agreement?) by and among AGBA Acquisition Limited (the ?Acquiror?), AGBA Merger Sub I Limited (?Merger Sub I?), AGBA Merger Sub II Limited (?Merger Sub II?), TAG International Limited (?B2B?), TAG Asset |
