--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-22-073874" form_type: "8-K" ticker: "ILLR" cik: "0001769624" company_name: "Triller Group Inc." filed_at: "2022-11-18T23:59:59+00:00" generated_at: "2026-06-21T15:59:28.458462+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # AGBA (SPAC) completes business combination with TAG; TAG holds 92.4% of combined company ## Summary - Closed acquisition of TAG International and TAG Asia Capital for 55,500,000 ordinary shares; 60,041,986 shares outstanding post-combination. - TAG owns 92.4% of the company; name changed to AGBA Group Holding Limited; trading under AGBA and AGBAW from Nov 15. - Appointed Jeroen Nieuwkoop as Chief Strategy Officer, Shu Pei Huang as Acting CFO, Richard Kong as Deputy CFO/Secretary. - Shareholders approved Share Award Scheme; 2,025,719 shares redeemed prior to closing; convertible notes converted into 792,334 shares. - Entered Forward Share Purchase Agreement with Meteora; $17,000 escrow for purchase obligations. ## SEC filing metadata - accession: 0001213900-22-073874 - form_type: 8-K - ticker: ILLR - cik: 0001769624 - company_name: Triller Group Inc. - filed_at: 2022-11-18T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.02, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/ea168953-8k_agbagroup.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-22-073874 - JSON: https://secwatch.observer/filing/0001213900-22-073874.json - Plain text: https://secwatch.observer/filing/0001213900-22-073874.txt ## Key facts - Executive change Shu Pei Huang was appointed as Acting Group Chief Financial Officer (Principal Financial Officer) at Triller Group Inc.. - Action: appointed - Role: Acting Group Chief Financial Officer (Principal Financial Officer) source text: As of Closing, Mr. Shu Pei Huang, Desmond now serves as the Acting Group Chief Financial Officer (Principal Financial Officer) of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm - Governance Changes Triller Group Inc.: Company ceased to be a shell company upon consummation of the business combination. - Change: shell status source text: As a result of the consummation of the Business Combination, AGBA ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm - Governance Changes Triller Group Inc.: Board adopted a new Code of Ethics and Conduct for directors, officers, employees, and agents. - Change: code of ethics source text: The Board adopted a Code of Ethics and Conduct applicable to its directors, executive officers, employees, and designated agents and representatives that complies with the rules and regulations of Nasdaq and the SEC. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm - Governance Changes Triller Group Inc.: Adopted the Fifth Amended and Restated Memorandum and Articles of Association in connection with the business combination closing. - Change: charter amendment source text: In connection with the Closing, the Company adopted the Amended and Restated Memorandum and Articles of Association, effective as of the Closing. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm - M&A Transactions Triller Group Inc. completed an acquisition involving TAG Holdings Limited (closed 2022-11-14). - Action: acquisition - Counterparty: TAG Holdings Limited - Closing: 2022-11-14 source text: On November 14, 2022, AGBA Acquisition Limited (“AGBA”), a British Virgin Islands’ corporation, consummated a series of transactions (the “Closing”) contemplated by the previously announced business combination agreement, dated as of November 3, 2021 (as amended on November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022) (the “Business Combination Agreement”) by and among AGBA, AGBA Merger Sub I Limited, AGBA Merger Sub II Limited, TAG International Limited, TAG Asset Partners Limited, OnePlatform International Limited, OnePlatform Holdings Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited (“TAG”) (the “Business Combination”) evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm - Material Agreements 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 (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 - Effective: 2022-11-09 source text: AGBA, TAG, and TAG’s corresponding subsidiaries entered into a Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Meteora Special Opportunity Fund I, LP, Meteora Select Trading Opportunities Master, LP, and Meteora Capital Partners, LP (collectively, “Meteora”) on November 9, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390022073874/0001213900-22-073874-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.