TikTok rival Triller has completed its merger with Hong Kong-based financial firm AGBA, marking the culmination of a years-long effort to become a publicly traded company.
According to a press release issued this afternoon, AGBA has officially changed its name to Triller Group Inc. and the combined company’s common stock and warrants are expected to begin trading under the tickers “ILLR” and “ILLRW,” respectively, on the NASDAQ Capital Market on Wednesday (October 16, 2024).
“This merger is terrific news for both the users and the content creators on our app,” said Bob Diamond, Chairman of the combined company and Founder and CEO of Atlas Merchant Capital LLC.
“Whether they are fans of BKFC, or they watch sports and entertainment events around the world on TrillerTV, or are using our brand and creator tools to find their audience, they now have in Triller an innovative, exciting partner.”
The company said it will make a statement on its future leadership, strategy and objectives later this month. Former Citigroup executive Mark Carbeck has been named as the new Chief Financial Officer.
AGBA said in a statement issued on Monday (October 14) that it had received approval the previous Friday from NASDAQ for the merger.
When the companies announced the merger this past April, they said it would create a $4 billion company that will be involved in social video, content generation, wealth management and fintech.
“This merger is terrific news for both the users and the content creators on our app.”
Bob Diamond, Triller
Under the terms of the all-stock merger, existing Triller shareholders would end up with 80% of the new company, while AGBA shareholders would control the remaining 20%. However, according to recent statements by AGBA and Triller, that ratio has now shifted to 70% for Triller shareholders, and 30% for AGBA shareholders.
The companies’ stock will undergo a 1-for-4 reverse stock split, which AGBA and Triller said is a requirement set out by NASDAQ for the merger.
“The reverse stock split will not alter the overall value of a stockholder’s investment and the value of an investor’s holdings remains unchanged at the time of the split,” the companies said in a statement Friday.
As part of the deal, AGBA, which is registered in the British Virgin Islands, will redomesticate to Delaware.
Under the plan announced this spring, Triller co-founder Bobby Sarnevesht will serve as CEO of Triller under the new company, while Bob Diamond will serve as Group Chairman and AGBA Chairman Wing-Fai Ng will be Group CEO. Sarnevesht will also serve as a Director of the merged company.
The company – which launched in 2015 as a music video creation tool, and evolved into a social video platform that markets itself as an alternative to TikTok – had made numerous attempts at a public listing in recent years.
One such plan was for Triller to execute a SPAC merger with SeaChange International, aiming for an initial valuation of $5 billion. However, the SPAC merger fell through, and the company quickly announced plans for a direct listing, in what it said would be the “largest creator IPO in history.”
Those plans also fell through, and the company tried again for a direct listing in 2023. However, in April 2024, Triller instead announced its intentions to merge with AGBA, a NASDAQ-listed financial services company that operates primarily in Hong Kong and says it has 400,000 customers.
The merger agreement gave Triller a pro forma value of $3.2 billion, well below the $5 billion the company had initially aimed for in its IPO.
As part of the finalized agreement that AGBA shareholders approved in September, 50 million shares of the merged company’s stock will be held in escrow and “will be applied toward future settlement of certain Triller legal and financial obligations.”
Over the past few years, Triller has been plagued by lawsuits accusing the company of non-payment and copyright infringement.
In 2022, Sony Music sued the company for allegedly using “millions of dollars”-worth of its music without authorization. The two settled the legal dispute in August 2023.
In 2023, Triller was sued again over unpaid music licensing fees, this time by Universal Music Group.
The company also faced litigation from producers Timbaland and Swizz Beatz over its acquisition of their song battle series Verzuz in early 2021. It was also sued by Germany’s Phiture, a consultancy company that helps apps grow by improving user experience, in September of 2022.
In an SEC filing earlier this year, in advance of its planned IPO, Triller revealed that it owed music rightsholders $23.6 million in unpaid fees. The company, which had raised more than $420 million from investors, had less than $1 million in cash and cash equivalents on hand.
The company has also developed a reputation for allegedly exaggerating its platform’s user numbers. In 2020, it asserted it had 100 million active users, but that was disputed by company employees cited by Business Insider. In 2023, analytics firm Apptopia disputed Triller’s claim that it had 550 million app downloads, and estimated a total of 73.2 million. Triller reportedly threatened to sue Apptopia over that claim.
AGBA stock was trading at USD $1.16 per share as of Tuesday morning (October 15), giving the company a market cap of $225.2 million.
The financial services company, which also has holdings in health care and fintech, has reported weak earnings recently, apparently influenced by the weakness in China’s economy.
According to its most recent 10-Q filing with the SEC, AGBA’s revenue for H1 2024 dropped 55.8% YoY, to $12.58 million, caused by a steep drop in commissions which the company attributed to “the economic recession and outward migration in Hong Kong.”Music Business Worldwide