TikTok rival Triller has accomplished its merger with Hong Kong-based monetary agency AGBA, marking the end result of a years-long effort to turn into a publicly traded firm.
In response to a press launch issued this afternoon, AGBA has formally modified its title to Triller Group Inc. and the mixed firm’s widespread inventory and warrants are anticipated to start buying and selling below the tickers “ILLR” and “ILLRW,” respectively, on the NASDAQ Capital Market on Wednesday (October 16, 2024).
“This merger is terrific information for each the customers and the content material creators on our app,” mentioned Bob Diamond, Chairman of the mixed firm and Founder and CEO of Atlas Service provider Capital LLC.
“Whether or not they’re followers of BKFC, or they watch sports activities and leisure occasions around the globe on TrillerTV, or are utilizing our model and creator instruments to search out their viewers, they now have in Triller an modern, thrilling accomplice.”
The corporate mentioned it’s going to make a press release on its future management, technique and aims later this month. Former Citigroup government Mark Carbeck has been named as the brand new Chief Monetary Officer.
AGBA mentioned in a press release issued on Monday (October 14) that it had acquired approval the earlier Friday from NASDAQ for the merger.
When the businesses introduced the merger this previous April, they mentioned it might create a $4 billion firm that will probably be concerned in social video, content material technology, wealth administration and fintech.
“This merger is terrific information for each the customers and the content material creators on our app.”
Bob Diamond, Triller
Below the phrases of the all-stock merger, current Triller shareholders would find yourself with 80% of the brand new firm, whereas AGBA shareholders would management the remaining 20%. Nonetheless, based on current statements by AGBA and Triller, that ratio has now shifted to 70% for Triller shareholders, and 30% for AGBA shareholders.
The businesses’ inventory will bear a 1-for-4 reverse inventory break up, which AGBA and Triller mentioned is a requirement set out by NASDAQ for the merger.
“The reverse inventory break up won’t alter the general worth of a stockholder’s funding and the worth of an investor’s holdings stays unchanged on the time of the break up,” the businesses mentioned in a assertion Friday.
As a part of the deal, AGBA, which is registered within the British Virgin Islands, will redomesticate to Delaware.
Below the plan introduced this spring, Triller co-founder Bobby Sarnevesht will function CEO of Triller below the brand new firm, whereas Bob Diamond will function Group Chairman and AGBA Chairman Wing-Fai Ng will probably be Group CEO. Sarnevesht may even function a Director of the merged firm.
The corporate – which launched in 2015 as a music video creation device, and developed right into a social video platform that markets itself as a substitute for TikTok – had made quite a few makes an attempt at a public itemizing lately.
One such plan was for Triller to execute a SPAC merger with SeaChange Worldwide, aiming for an preliminary valuation of $5 billion. Nonetheless, the SPAC merger fell via, and the corporate rapidly introduced plans for a direct itemizing, in what it mentioned could be the “largest creator IPO in historical past.”
These plans additionally fell via, and the corporate tried once more for a direct itemizing in 2023. Nonetheless, in April 2024, Triller as a substitute introduced its intentions to merge with AGBA, a NASDAQ-listed monetary providers firm that operates primarily in Hong Kong and says it has 400,000 prospects.
The merger settlement gave Triller a professional forma worth of $3.2 billion, effectively under the $5 billion the corporate had initially aimed for in its IPO.
As a part of the finalized settlement that AGBA shareholders authorized in September, 50 million shares of the merged firm’s inventory will probably be held in escrow and “will probably be utilized towards future settlement of sure Triller authorized and monetary obligations.”
Over the previous few years, Triller has been suffering from lawsuits accusing the corporate of non-payment and copyright infringement.
In 2022, Sony Music sued the corporate for allegedly utilizing “tens of millions of {dollars}”-worth of its music with out authorization. The 2 settled the authorized dispute in August 2023.
In 2023, Triller was sued once more over unpaid music licensing charges, this time by Common Music Group.
The corporate additionally confronted litigation from producers Timbaland and Swizz Beatz over its acquisition of their track battle sequence Verzuz in early 2021. It was additionally sued by Germany’s Phiture, a consultancy firm that helps apps develop by bettering person expertise, in September of 2022.
In an SEC submitting earlier this yr, prematurely of its deliberate IPO, Triller revealed that it owed music rightsholders $23.6 million in unpaid charges. The corporate, which had raised greater than $420 million from buyers, had lower than $1 million in money and money equivalents available.
The corporate has additionally developed a repute for allegedly exaggerating its platform’s person numbers. In 2020, it asserted it had 100 million lively customers, however that was disputed by firm workers cited by Enterprise Insider. In 2023, analytics agency Apptopia disputed Triller’s declare that it had 550 million app downloads, and estimated a complete of 73.2 million. Triller reportedly threatened to sue Apptopia over that declare.
AGBA inventory was buying and selling at USD $1.16 per share as of Tuesday morning (October 15), giving the corporate a market cap of $225.2 million.
The monetary providers firm, which additionally has holdings in well being care and fintech, has reported weak earnings just lately, apparently influenced by the weak spot in China’s economic system.
In response to its most up-to-date 10-Q submitting with the SEC, AGBA’s income for H1 2024 dropped 55.8% YoY, to $12.58 million, brought on by a steep drop in commissions which the corporate attributed to “the financial recession and outward migration in Hong Kong.”Music Enterprise Worldwide
