Triller Group Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A)).
“September 20, 2023, AGBA Group Holding (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), for the last 30 consecutive trading days, the Company no longer complies with the minimum bid price requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share (the “M”
Wong Suet Fai, Almond resigned as executive director of the Board at Triller Group Inc..
“Further, on September 19, 2023, Ms. Wong Suet Fai, Almond resigned as an executive director of the Board while remaining as Group Chief Operating Officer of the Company.”
Robert E. Diamond, Jr. was appointed as Chairman of the Board at Triller Group Inc..
“Simultaneously, Mr. Robert E. Diamond, Jr. was appointed as Chairman of the Board, effective immediately.”
Wing-Fai Ng resigned as Chairman of the board of directors at Triller Group Inc..
“On September 19, 2023, Mr. Wing-Fai Ng resigned as Chairman of the board of directors (the “ Board ”) of AGBA while remaining as an executive director of the Board and Chief Executive Officer of the Company.”
Earnings Releases
Triller Group Inc. reported Q2 2023 results: revenue US$17 million.
“for our shareholders and our customers. We remain very optimistic for the outlook of the second half of the year.” Financial Highlights Revenue for the second quarter reached US$17 million, marking a significant increase of 57% growth compared to the first quarter of the year and 325% compared to Q2-to-Q2. This increase in revenue demonstrates AGBA’s strong”
Material Agreements
Triller Group Inc. entered into Agreement with Billion Fung Shares Limited valued at HK$48,000,000 (effective 2023-07-20).
“Profit Vision Limited (“Profit Vision”), a wholly-owned subsidiary of AGBA Group Holding Limited (“AGBA” or “Registrant”), entered into a purchase and sale agreement (the “Agreement”) with Billion Fung Shares Limited (the “Buyer”), pursuant to which, Profit Vision agreed to sell its property located on the fifteenth floor of Kaiseng Commercial Centre at Nos. 4 & 6, Hankow Road, Kowloon, Hong Kong (the “Property”). Under the terms of the Agreement, Profit Vision will sell the Property at HK$48,000,000 (approximately US$6.15 million).”
Material Agreements
Triller Group Inc. terminated Forward Purchase Agreement with TAG International Limited, its affiliates, and Meteora Capital Partners, LP and related funds (effective 2023-06-29).
“On June 29, 2023, AGBA Group Holding Limited (“ AGBA ” or the “ Company ”) entered into an agreement to terminate that certain Forward Share Purchase Agreement (the “ Forward Purchase Agreement ”), dated November 9, 2022, by and among (i) AGBA (as successor-in-interest to AGBA Acquisition Limited, a British Virgin Islands business company) (“ AAL ”), (ii) TAG International Limited, a British Virgin Islands business company, TAG Asset Partners Limited, a British Virgin Islands business company and a wholly owned subsidiary of TAG International Limited, OnePlatform International Limited, TAG Asia Capital Holdings Limited, and TAG Holdings Limited, (collectively, “ Targets ”), (iii) Meteora Special Opportunity Fund I, LP, a Delaware limited partnership (“ MSOF ”), (iv) Meteora Select Trading Opportunities Master, LP, a Cayman Islands limited partnership (“ MSTO ”) and (v) Meteora Capital Partners, LP, a Delaware limited partnership (“ MCP ” and together with MSOF and MSTO, each individual”
Earnings Releases
Triller Group Inc. reported first quarter ended March 31, 2023 results: revenue USD$11.1m.
“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”
Material Agreements
Triller Group Inc. entered into Purchase Agreement with Sony Life Singapore Pte. Ltd. valued at SG$2,500,000 (approximately US$1,882,000) (effective 2023-04-05).
“On April 5, 2023, OnePlatform International Limited, a Hong Kong company and a wholly owned subsidiary of AGBA Group Holding Limited (the “Purchaser”), entered into a sale and purchase agreement (the “Purchase Agreement”) with Sony Life Singapore Pte. Ltd., a Singapore company (the “Seller”) to purchase 100% of Sony Life Financial Advisers Pte. Ltd., a Singapore company (“SLFA”).”
Auditor Changes
Triller Group Inc. dismissed Marcum LLP as its auditor.
“On December 6, 2022, upon the recommendation of the Audit Committee, the Board ratified the dismissal of Marcum as the Company’s independent registered public accounting firm, effective November 30, 2022.”
Auditor Changes
Triller Group Inc. engaged WWC, P.C. as its auditor.
“the Board approved the engagement of WWC, P.C., ("WWC") as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022”
Governance Changes
Triller Group Inc.: Company ceased to be a shell company upon consummation of the business combination.
“As a result of the consummation of the Business Combination, AGBA ceased to be a shell company.”
Governance Changes
Triller Group Inc.: Board adopted a new Code of Ethics and Conduct for directors, officers, employees, and agents.
“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.”
Governance Changes
Triller Group Inc.: Adopted the Fifth Amended and Restated Memorandum and Articles of Association in connection with the business combination closing.
“In connection with the Closing, the Company adopted the Amended and Restated Memorandum and Articles of Association, effective as of the Closing.”
M&A Transactions
Triller Group Inc. completed an acquisition involving TAG Holdings Limited (closed 2022-11-14).
“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”)”
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).
“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.”
Shu Pei Huang was appointed as Acting Group Chief Financial Officer (Principal Financial Officer) at Triller Group Inc..
“As of Closing, Mr. Shu Pei Huang, Desmond now serves as the Acting Group Chief Financial Officer (Principal Financial Officer) of the Company.”
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 valued at up to 2,500,000 AGBA Ordinary Shares (effective 2022-11-09).
“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”).”
Shareholder Votes
Triller Group Inc. shareholders approved Share Award Scheme Proposal at the 2022-11-10 meeting.
“5. Proposal No. 5 — The Share Award Scheme Proposal FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,228 78,640 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Nasdaq Proposal at the 2022-11-10 meeting.
“4. Proposal No. 4 — The Nasdaq Proposal FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,229 78,639 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Increase in Authorized Shares at the 2022-11-10 meeting.
“3F. Proposal 3F — Increase in Authorized Shares FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,227 78,641 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Amendment to the Memorandum and Articles at the 2022-11-10 meeting.
“3E. Proposal 3E — Amendment to the Memorandum and Articles FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,229 78,639 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Director Removals at the 2022-11-10 meeting.
“3D. Proposal 3D — Director Removals FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,228 78,640 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Forum for Disputes at the 2022-11-10 meeting.
“3C. Proposal 3C — Forum for Disputes FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,228 78,640 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Ability to Requisition General Meetings at the 2022-11-10 meeting.
“3B. Proposal 3B — Ability to Requisition General Meetings FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,228 78,640 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Special Resolution of Shareholders at the 2022-11-10 meeting.
“3A. Proposal 3A — Special Resolution of Shareholders FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,229 78,639 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Amendment Proposal at the 2022-11-10 meeting.
“2. Proposal No. 2 — The Amendment Proposal FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,228 78,640 0 0”
Shareholder Votes
Triller Group Inc. shareholders approved Business Combination Proposal at the 2022-11-10 meeting.
“1. Proposal No. 1 — The Business Combination Proposal FOR AGAINST ABSTAIN BROKER NON-VOTE 3,344,229 78,639 0 0”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.