8-K
filed October 21, 2024, 7:59 PM ET
ticker ILLR
CIK 0001769624
M&A
confidence high
sentiment neutral
materiality 0.85
Triller Group Inc. (ILLR): M&A transaction — Triller Group Inc. completes merger with AGBA; begins trading under ILLR after reverse split
Triller Group Inc.
- Merger closed Oct 15; Triller Corp becomes wholly-owned sub; AGBA renamed Triller Group Inc. and redomiciled to Delaware.
- Consideration: ~83.5M common shares to Triller stockholders, ~24.2M in escrow, ~11.8M Series A-1 Preferred, 30,851 Series B Preferred.
- Reverse share split of prior AGBA shares at 1:4; shares trade on Nasdaq under ILLR starting Oct 16.
- Majority shareholder group (Tsai family) holds Series B Preferred with 10k votes/share, ~64.9% voting power.
- Board approved 2024 Equity Incentive Plan with 30,998,400 reserved shares for future grants.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.85
Mark Carbeck was appointed as Triller’s Chief Financial Officer at Triller Group Inc..
- Action
- appointed
- Role
- Triller’s Chief Financial Officer
Exact text from the filing
Mark Carbeck 51 Triller’s Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Thomas Ng was appointed as Independent Director at Triller Group Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
Thomas Ng 68 Independent Director (1)(2)(3)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Bobby Sarnevesht was appointed as Vice Chairman and Director at Triller Group Inc..
- Action
- appointed
- Role
- Vice Chairman and Director
Exact text from the filing
Bobby Sarnevesht 49 Vice Chairman and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Robert E. Diamond, Jr. was appointed as Chairman and Director at Triller Group Inc..
- Action
- appointed
- Role
- Chairman and Director
Exact text from the filing
Robert E. Diamond, Jr. 72 Chairman and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Ng Wing Fai was appointed as Chief Executive Officer and Director at Triller Group Inc..
- Action
- appointed
- Role
- Chief Executive Officer and Director
Exact text from the filing
Ng Wing Fai 56 Chief Executive Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
James McCann was appointed as Independent Director at Triller Group Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
James McCann 73 Independent Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin McGurn was appointed as Chief Executive Officer at Triller Group Inc..
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
On October 15, 2024, the Board appointed Kevin McGurn as the Chief Executive Officer of the Company, effective as of November 18, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Brian Chan was appointed as Independent Director at Triller Group Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
Brian Chan 57 Independent Director (1)(2)(3)
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Shu Pei Huang, Desmond was appointed as Acting Chief Financial Officer at Triller Group Inc..
- Action
- appointed
- Role
- Acting Chief Financial Officer
Exact text from the filing
Shu Pei Huang, Desmond 50 Acting Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.85
Felix Yun Pun Wong was appointed as Independent Director at Triller Group Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
Felix Yun Pun Wong 58 Independent Director (1)(2)(3)
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Triller Group Inc.: Adopted new Certificate of Incorporation and By-laws upon domestication as a Delaware corporation (effective 2024-10-15).
- Change
- charter amendment
- Effective
- 2024-10-15
Exact text from the filing
Adoption of Certificate of Incorporation and Bylaws The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Triller Group Inc. underwent a change of control involving Triller Corp. for issued 83,468,631 shares of common stock of Triller Group, par value $0.0001 per share to the Triller stockholders, 24,206,246 shares of Triller Group Common St (closed 2024-10-15).
- Action
- change of control
- Counterparty
- Triller Corp.
- Consideration
- issued 83,468,631 shares of common stock of Triller Group, par value $0.0001 per share to the Triller stockholders, 24,206,246 shares of Triller Group Common St
- Closing
- 2024-10-15
Exact text from the filing
the Merger; and (3) Triller Group acquired 100% of the outstanding capital stock and conversion of all restricted stock units of Triller, in exchange for which it (i) issued 83,468,631 shares of common stock of Triller Group, par value $0.0001 per share (“ Triller Group Common Stock ”), to the Triller stockholders, (ii) 24,206,246 shares of Triller Group Common
View on SEC.gov
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