Triller Group Inc DEFA14A, filed Nov 19, 2021
Triller Group Inc. (ILLR)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 18, 2021
Date of Report (Date of earliest event reported)
AGBA Acquisition Limited
(Exact Name of Registrant as Specified in its Charter)
| British Virgin Islands | 001-38909 | n/a | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
|
Room 1108, 11th Floor, Block B New Mandarin Plaza, 14 Science Museum Road Tsimshatsui East, Kowloon Hong Kong |
n/a | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: +852 6872 0258
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Ordinary Share, $0.001 par value, one Redeemable Warrant to acquire one-half of one Ordinary Share, and one Right to acquire one-tenth (1/10) of an Ordinary Share | AGBAU | The Nasdaq Stock Market LLC | ||
| Ordinary Shares | AGBA | The Nasdaq Stock Market LLC | ||
| Warrants | AGBAW | The Nasdaq Stock Market LLC | ||
| Rights | AGBAR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into Material Definitive Agreements.
As previously disclosed, on November 3, 2021, AGBA Acquisition Limited, a special purpose acquisition company (“AGBA” or the “Acquiror”), entered into a business combination agreement (the “Business Combination Agreement”) with TAG Holdings Limited (“TAG”) and certain of TAG’s wholly owned subsidiaries - OnePlatform Holdings Limited (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), and OnePlatform International Limited (“HKSub”).
On November 18, 2021, AGBA, TAG, OPH, Fintech, B2B, B2BSub, and HKSub, pursuant to Section 13.2 of the Business Combination Agreement, entered into an amendment (the “Amendment”) to the Business Combination Agreement, to amend the description of the planned merger between OPH and HKSub in order to properly reflect the merger under Hong Kong law. Pursuant to the Amendment, the parties thereto have agreed, among other things, (i) that prior to the closing of the proposed business combination contemplated by the Business Combination Agreement (the “Business Combination”), OPH will merge with and into HKSub, with HKSub as the surviving entity (the “OPH Merger”), (ii) that B2B, OPH, HKSub, and TAG shall take all reasonable actions in order for the OPH Merger to become legally effective under Hong Kong law. As a result of the OPH Merger, HKSub ,as the combined surviving company, will be a wholly owned subsidiary of B2B prior to the closing of the Business Combination.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.
Additional Information and Where to Find It
In connection with the transaction described by the Business Combination Agreement (as amended), AGBA will file relevant materials with the SEC, including a proxy statement. The proxy statement and a proxy card will be mailed to shareholders of AGBA as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transaction. Shareholders will also be able to obtain a copy of the proxy statement without charge from AGBA. The proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to AGBA at Room 1108, 11th Floor, Block B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong Kong. INVESTORS AND SECURITY HOLDERS OF AGBA ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT AGBA WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AGBA, TAG, THE SUBSIDIARIES OF TAG, AND THE TRANSACTION.
Participants in Solicitation
AGBA, TAG, the subsidiaries of TAG, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of AGBA ordinary shares in respect of the proposed transaction. Information about AGBA’s directors and executive officers and their ownership of AGBA ordinary shares is set forth in AGBA’s Annual Report on Form 10-K filed with the SEC, as modified or supplemented by any Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
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Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 2.1 | Amendment to the Business Combination Agreement dated as of November 18, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: November 19, 2021 | ||
| AGBA ACQUISITION LIMITED | ||
| By: | /s/ Gordon Lee | |
| Name: | Gordon Lee | |
| Title: | Chief Executive Officer | |
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Exhibit 2.1
Execution
AMENDMENT TO THE BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT (this “Amendment”) to the Business Combination Agreement (as defined herein) is made and entered into this November 18, 2021 by and among AGBA Acquisition Limited, a British Virgin Islands business company (the “Acquiror”), TAG International Limited, a British Virgin Islands business company (“B2B”), TAG Asset Partners Limited, a British Virgin Islands business company and a wholly owned subsidiary of B2B (“B2BSub”), OnePlatform International Limited, a Hong Kong company (“HKSub”), OnePlatform Holdings Limited, a Hong Kong company (“OPH”), TAG Asia Capital Holdings Limited, a British Virgin Islands business company (“Fintech”), and TAG Holdings Limited, a British Virgin Islands business company (“TAG”, and each of them sometimes referred to individually as a “Party” and, collectively, as the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Business Combination Agreement.
WITNESETH:
| A. | The Parties have entered in a Business Combination Agreement dated November 3, 2021 (the “Business Combination Agreement”), contemplating certain merger and acquisition transactions. |
| B. | The Parties now desire to amend the Business Combination Agreement as set forth in this Amendment, pursuant to Section 13.2 thereof. |
| C. | This Amendment is supplemental to, amends, and supersedes, to the extent of any conflict, the Business Combination Agreement. |
NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, and agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, and upon and subject to the terms and the conditions hereinafter set forth, the Parties do hereby agree as follows:
| 1. | Amendments |
| 1.1 | The Business Combination Agreement shall be amended as set forth below: |
| (a) | Recital C shall be deleted in its entirety and replaced with the following: |
“Prior to the Closing, OPH will merge with and into HKSub (the “OPH Merger”), with HKSub as the surviving entity. As a result of the OPH Merger, HKSub, as the combined surviving company, will, prior to the Closing, be a wholly owned subsidiary of B2B;”
| (b) | The final sentence of the first paragraph of Article IV shall be deleted in its entirety and replaced with the following: |
“References to B2B in this Article IV, except as set forth in Section 4.5, shall also refer to OPH for all periods prior to the OPH Merger, and to HKSub for all periods commencing as at the date of consummation of the OPH Merger and prior to the Closing Date.”
| (c) | The final sentence of Section 4.5 shall be deleted in its entirety and replaced with the following: |
“As of a time prior to the Closing, OPH has been merged into HKSub, with HKSub as the surviving entity.”
| (d) | Section 4.34 shall be deleted in its entirety and replaced with the following: |
“Representations and Warranties of OPH, HKSub and Fintech. Each of OPH (as at the date of this Agreement), HKSub (as at the date of consummation of the OPH Merger) and Fintech (as at the date of this Agreement) hereby represent and warrant to the Acquiror that each of the representations and warranties in Sections 4.1 to 4.5 are true, correct, and complete with respect to each of them. References to “OPH Capital Stock” in Section 4.5 are also to the issued and outstanding share capital of HKSub.”
| (e) | Section 8.5 shall be deleted in its entirety and replaced with the following: |
“The Group Parties shall procure that OPH and HKSub consummate the OPH Merger prior to the Closing, with HKSub as the surviving entity. B2B, OPH, HKSub and TAG shall take all reasonable other actions, including obtaining any other documents, certificates, agreements, and other writings, as may be necessary or desirable in order for the OPH Merger to become legally effective under Hong Kong Law.”
| 2. | Effect of Amendment |
| 2.1 | This Amendment is supplemental to, should be read in conjunction with, and should be construed as one document with the Business Combination Agreement. Each Party acknowledges that, save as expressly amended by this Amendment, the Business Combination Agreement remains and shall continue in full force and effect. |
| 2.2 | Upon the execution of this Amendment, each reference in the Business Combination Agreement to “this Agreement” or words of similar effect referring to the Business Combination Agreement shall refer to the Business Combination Agreement as amended by this Amendment. References to the Business Combination Agreement in any other instrument or document shall be deemed a reference to the Business Combination Agreement as amended by this Amendment. |
| 3. | Governing Law |
This Amendment is governed by and shall be construed and interpreted in accordance with the laws of the State of New York.
| 4. | Counterarts and Facsimile |
This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile or portable document format (.PDF) transmission.
[The remainder of this page intentionally left blank; signature pages to follow]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.
| AGBA Acquisition Limited | |||
| By: | /s/ Gordon Lee | ||
| Name: | Gordon Lee | ||
| Title: | Chief Executive Officer | ||
[Signature Page]
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the day and year first above written.
| TAG International Limited | |||
| By: | /s/ Shu Pei Huang, Desmond | ||
| Name: | Shu Pei Huang, Desmond | ||
| TAG Asset Partners Limited | |||
| By: | /s/ Shu Pei Huang, Desmond | ||
| Name: | Shu Pei Huang, Desmond | ||
| OnePlatform International Limited | |||
| By: | /s/ Shu Pei Huang, Desmond | ||
| Name: | Shu Pei Huang, Desmond | ||
| OnePlatform Holdings Limited | |||
| By: | /s/ Ng Wing Fai | ||
| Name: | Ng Wing Fai | ||
| TAG Asia Capital Holdings Limited | |||
| By: | /s/ Ng Wing Fai | ||
| Name: | Ng Wing Fai | ||
| TAG Holdings Limited | |||
| By: | /s/ Ng Wing Fai | ||
| Name: | Ng Wing Fai | ||
[Signature Page]
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