--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-089342" form_type: "8-K" ticker: "ILLR" cik: "0001769624" company_name: "Triller Group Inc." filed_at: "2024-10-21T23:59:59+00:00" generated_at: "2026-05-30T12:23:32.135730+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Triller Group Inc. completes merger with AGBA; begins trading under ILLR after reverse split ## Summary - 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. ## SEC filing metadata - accession: 0001213900-24-089342 - form_type: 8-K - ticker: ILLR - cik: 0001769624 - company_name: Triller Group Inc. - filed_at: 2024-10-21T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 2.01, 9.01, 3.02, 3.03, 5.01, 5.02, 5.03, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/ea0217981-8k_triller.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-089342 - JSON: https://secwatch.observer/filing/0001213900-24-089342.json - Plain text: https://secwatch.observer/filing/0001213900-24-089342.txt ## Key facts - Executive change Mark Carbeck was appointed as Triller’s Chief Financial Officer at Triller Group Inc.. - Action: appointed - Role: Triller’s Chief Financial Officer source text: Mark Carbeck 51 Triller’s Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Thomas Ng was appointed as Independent Director at Triller Group Inc.. - Action: appointed - Role: Independent Director source text: Thomas Ng 68 Independent Director (1)(2)(3) evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Bobby Sarnevesht was appointed as Vice Chairman and Director at Triller Group Inc.. - Action: appointed - Role: Vice Chairman and Director source text: Bobby Sarnevesht 49 Vice Chairman and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Robert E. Diamond, Jr. was appointed as Chairman and Director at Triller Group Inc.. - Action: appointed - Role: Chairman and Director source text: Robert E. Diamond, Jr. 72 Chairman and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Ng Wing Fai was appointed as Chief Executive Officer and Director at Triller Group Inc.. - Action: appointed - Role: Chief Executive Officer and Director source text: Ng Wing Fai 56 Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change James McCann was appointed as Independent Director at Triller Group Inc.. - Action: appointed - Role: Independent Director source text: James McCann 73 Independent Director evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Kevin McGurn was appointed as Chief Executive Officer at Triller Group Inc.. - Action: appointed - Role: Chief Executive Officer source text: On October 15, 2024, the Board appointed Kevin McGurn as the Chief Executive Officer of the Company, effective as of November 18, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Brian Chan was appointed as Independent Director at Triller Group Inc.. - Action: appointed - Role: Independent Director source text: Brian Chan 57 Independent Director (1)(2)(3) evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Shu Pei Huang, Desmond was appointed as Acting Chief Financial Officer at Triller Group Inc.. - Action: appointed - Role: Acting Chief Financial Officer source text: Shu Pei Huang, Desmond 50 Acting Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Executive change Felix Yun Pun Wong was appointed as Independent Director at Triller Group Inc.. - Action: appointed - Role: Independent Director source text: Felix Yun Pun Wong 58 Independent Director (1)(2)(3) evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1769624/000121390024089342/0001213900-24-089342-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.