M&A - Triller Group Inc.
Form Type: CORRESP
Filing Date: 2024-11-22
Corporate Action: Merger
Type: Update
Accession Number: 000121390024101664
Filing Summary: This document serves as a response from Triller Group Inc. to the SEC regarding comments on their Preliminary Merger Proxy. It notes that the merger qualifies as an exempt non-public offering and provides details on the stockholder composition before the merger. Triller Group converted to a foreign private issuer on September 3, 2024, and plans to merge into a subchapter C corporation structure. They also clarify that the merger agreement was amended multiple times and required stockholder approval, which was granted by September 3, 2024. The document addresses various regulatory issues raised by the SEC and provides transparency about the merger timeline.
Document Link: View Document
Additional details:
Section: general
Foreign Private Issuer Status: qualified
Conversion Date: 2024-09-03
Section: exempt_transaction
Merger Qualifies As: exempt non-public offering
Rule: Rule 506 of SEC Regulation D or Section 4(2) of the Securities Act
Section: stockholders
Total Stockholders: 405
Non Us Stockholders: 123
Total Us Stockholders: 282
Total Us Accredited Investor Stockholders: 258
Total Us Non Accredited Investor Stockholders: 24
Section: classes_of_stock
Reorganization Type: limited liability company to subchapter C corporation
Equity Capitalization: Series A Common Stock, Series B Common Stock, Series A-1 Preferred Stock
Section: stockholder_approval
Approval Date: 2024-04-16
Amendment Dates: ["2024-08-30","2024-10-10"]
Approval Method: written consent
Voting Power: 66.9%
Form Type: CORRESP
Filing Date: 2024-08-01
Corporate Action: Merger
Type: Update
Accession Number: 000121390024064172
Filing Summary: AGBA Group Holding Limited submitted a response to SEC comments on their Preliminary Merger Proxy on Schedule 14A. The updated proxy was filed following SEC's inquiries regarding the registration under the Securities Act related to the transaction involving Triller stockholders, who are either non-US persons or accredited investors. The company defended its position that the transaction does not require such registration. The document includes revisions made to the proxy to address SEC staff comments on metrics related to the number of brands, interim financial statements for Triller Hold Co LLC, and impairment analysis related to intangible assets, especially those concerning the Verzuz business. Furthermore, it mentions that a settlement regarding Verzuz led to a reduction in debt and a reassessment of its intangible assets, concluding that no impairment charge was recorded for Verzuz as of December 31, 2023. Overall, the communication demonstrates AGBA's commitment to comply with SEC requirements and provide necessary financial disclosures to support the merger transaction.
Document Link: View Document
Additional details:
Cik: 0001627416
Address: AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR
Preliminary Merger Proxy File Date: 2024-06-12
Preliminary Merger Proxy File Number: 001-38909
Settlement Date: 2024-02-16
Impairment Charges: $83.9 million
Verzuz Business Impact: No impairment charge recorded for Verzuz as of December 31, 2023
Debt Reduction Value: $20 million
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