AGBA enters backstop agreement with Meteora to purchase up to 2.5M shares to support business combination closing

Triller Group Inc.

Meteora agrees to buy up to 2,500,000 AGBA ordinary shares in open market at or below redemption price.
AGBA will repurchase shares on forward basis at Redemption Price + $0.45 per share, with possible share settlement of $0.45 portion.
AGBA pays $110,000 commitment fee at closing and reimburses up to $0.05/share brokerage commissions.
Agreement matures 9 months after business combination closing; accelerated if VWAP drops below $3.50 for 10 days in 30-day period.
Backstop designed to ensure Nasdaq initial listing requirements are met and increase likelihood of deal closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Triller Group Inc. entered into Forward Share Purchase Agreement with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP valued at up to 2,500,000 AGBA Ordinary Shares (effective 2022-11-09).

Action: entry
Agreement: equity purchase
Counterparty: Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP
Value: up to 2,500,000 AGBA Ordinary Shares
Effective: 2022-11-09

Exact text from the filing

On November 9, 2022, AGBA, TAG, Fintech, B2B, B2BSub and HKSub entered into a Forward Share Purchase Agreement (the “Meteora Backstop Agreement”) with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP (collectively, “Meteora”).

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Source: SEC EDGAR

accession 0001213900-22-070749

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