Triller Group Inc DEFA14A, filed Dec 9, 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
December 3, 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.
On December 3, 2021, AGBA Acquisition Limited (the “Company”) entered into an accession agreement (the “Merger Sub I Accession Agreement”) with its wholly-owned subsidiary, AGBA Merger Sub I Limited (“Merger Sub I”), 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”). Pursuant to the Merger Sub I Accession Agreement, Merger Sub I has agreed to (a) become a party of the Company’s existing Business Combination Agreement dated as of November 3, 2021 (as amended, the “BCA”), by and among the Company, TAG, OPH, Fintech, B2B, B2BSub, and HKSub, (b) undertake to perform all of the obligations expressed to be assumed by it under the BCA, and (c) be bound by all provisions of the BCA.
On December 3, 2021, the Company entered into an accession agreement (the “Merger Sub II Accession Agreement”) with its wholly-owned subsidiary, AGBA Merger Sub II Limited (“Merger Sub II”), TAG, OPH, Fintech, B2B, B2BSub, and HKSub. Pursuant to the Merger Sub II Accession Agreement, Merger Sub II has agreed to (a) become a party of the BCA, (b) undertake to perform all of the obligations expressed to be assumed by it under the BCA, and (c) be bound by all provisions of the BCA.
The foregoing description of the Merger Sub I Accession Agreement and the Merger Sub II Accession Agreement (collectively, the “Merger Subs Accession Agreements”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Subs Accession Agreements, which have been filed herewith as Exhibits 2.1 and 2.2.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Merger Sub I Accession Agreement dated as of December 3, 2021 | |
| 2.2 | Merger Sub II Accession Agreement dated as of December 3, 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: December 9, 2021 | ||
| AGBA ACQUISITION LIMITED | ||
| By: | /s/ Gordon Lee | |
| Name: | Gordon Lee | |
| Title: | Chief Executive Officer | |
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Exhibit 2.1
Accession Agreement
THIS ACCESSION AGREEMENT is made on December 3, 2021 and made between:
(1) AGBA Merger Sub I Limited (the “Merger Sub”);
(2) AGBA Acquisition Limited;
(3) TAG International Limited;
(4) TAG Asset Partners Limited;
(5) OnePlatform International Limited;
(6) OnePlatform Holdings Limited; and
(7) TAG Holdings Limited
This Accession Agreement is made on December 3, 2021, by the Merger Sub in relation to that Business Combination Agreement, dated November 3, 2021, (the “Business Combination Agreement”) by and between AGBA Acquisition Limited (the “Acquiror”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings, Inc. (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”) and TAG Holdings Limited (“TAG”).
WHEREAS
The Merger Sub intends to accede to the BCA in accordance with Section 7.7 therein.
THEREFORE, IT IS AGREED as follows:
| 1. | Terms defined in the Business Combination Agreement shall, unless otherwise defined in this Accession Agreement, bear the same meaning when used in this Accession Agreement. |
| 2. | The Merger Sub confirms that it intends to be party to the Business Combination Agreement, undertakes to perform all of the obligations expressed to be assumed by it under the Business Combination Agreement, and agrees that it shall be bound by all provisions of the Business Combination Agreement as if it had been an original party to the Business Combination Agreement. |
| 3. | The Acquiror, B2B, B2BSub, HKSub, OPH, Fintech and TAG agree that the Merger Sub shall, by execution of this deed, accede to the Business Combination Agreement as if it had been an original party thereto and be bound by all of the obligations expressed to be assumed by the Merger Sub under the Business Combination Agreement. |
| 4. | The Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by laws of the state of New York. |
THIS AGREEMENT has been signed on behalf of each party hereto, is executed as a deed by the Merger Sub and is delivered on the date stated above.
[Signature pages below]
| The Merger Sub | |
| [EXECUTED AS A DEED ) | |
| By: [AGBA Merger Sub I Limited] ) | |
| /s/ Zi Lin Vera Tan | Director |
| Director/Secretary | |
| OR | |
| [EXECUTED AS A DEED | |
| By: [Full Name of Acceding Debtor] | |
| Signature of Director | |
| Name of Director | |
| in the presence of | |
| Signature of Witness | |
| Name of Witness | |
| AGBA Acquisition Limited | |
| By: | |
| /s/ Gordon Lee |
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| TAG International Limited | |
| By: | |
| /s/ Shu Pei Huang, Desmond | |
| TAG Asset Partners Limited | |
| By: | |
| /s/ Shu Pei Huang, Desmond | |
| OnePlatform International Limited | |
| By: | |
| /s/ Shu Pei Huang, Desmond | |
| OnePlatform Holdings Limited | |
| By: | |
| /s/ Ng Wing Fai | |
| TAG Asia Capital Holdings Limited | |
| By: | |
| /s/ Ng Wing Fai | |
| TAG Holdings Limited | |
| By: | |
| /s/ Ng Wing Fai |
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Exhibit 2.2
Accession Agreement
THIS ACCESSION AGREEMENT is made on December 3, 2021 and made between:
(1) AGBA Merger Sub II Limited (the “Merger Sub”);
(2) AGBA Acquisition Limited;
(3) TAG International Limited;
(4) TAG Asset Partners Limited;
(5) OnePlatform International Limited;
(6) OnePlatform Holdings Limited; and
(7) TAG Holdings Limited
This Accession Agreement is made on December 3, 2021 by the Merger Sub in relation to that Business Combination Agreement, dated November 3, 2021, (the “Business Combination Agreement”) by and between AGBA Acquisition Limited (the “Acquiror”), TAG International Limited (“B2B”), TAG Asset Partners Limited (“B2BSub”), OnePlatform International Limited (“HKSub”), OnePlatform Holdings, Inc. (“OPH”), TAG Asia Capital Holdings Limited (“Fintech”) and TAG Holdings Limited (“TAG”).
WHEREAS
The Merger Sub intends to accede to the BCA in accordance with Section 7.7 therein.
THEREFORE, IT IS AGREED as follows:
| 1. | Terms defined in the Business Combination Agreement shall, unless otherwise defined in this Accession Agreement, bear the same meaning when used in this Accession Agreement. |
| 2. | The Merger Sub confirms that it intends to be party to the Business Combination Agreement, undertakes to perform all of the obligations expressed to be assumed by it under the Business Combination Agreement, and agrees that it shall be bound by all provisions of the Business Combination Agreement as if it had been an original party to the Business Combination Agreement. |
| 3. | The Acquiror, B2B, B2BSub, HKSub, OPH, Fintech and TAG agree that the Merger Sub shall, by execution of this deed, accede to the Business Combination Agreement as if it had been an original party thereto and be bound by all of the obligations expressed to be assumed by the Merger Sub under the Business Combination Agreement. |
| 4. | The Accession Agreement and any non-contractual obligations arising out of or in connection with it are governed by laws of the state of New York. |
THIS AGREEMENT has been signed on behalf of each party hereto, is executed as a deed by the Merger Sub and is delivered on the date stated above.
[Signature pages below]
| The Merger Sub | |
| [EXECUTED AS A DEED ) | |
| By: [AGBA Merger Sub II Limited] ) | |
| /s/ Zi Lin Vera Tan | Director |
| Director/Secretary | |
| OR | |
| [EXECUTED AS A DEED | |
| By: [Full Name of Acceding Debtor] | |
| Signature of Director | |
| Name of Director | |
| in the presence of | |
| Signature of Witness | |
| Name of Witness | |
| AGBA Acquisition Limited | |
| By: | |
| /s/ Gordon Lee |
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| TAG International Limited | |
| By: | |
| /s/ Shu Pei Huang, Desmond | |
| TAG Asset Partners Limited | |
| By: | |
| /s/ Shu Pei Huang, Desmond | |
| OnePlatform International Limited | |
| By: | |
| /s/ Shu Pei Huang, Desmond | |
| OnePlatform Holdings Limited | |
| By: | |
| /s/ Ng Wing Fai | |
| TAG Asia Capital Holdings Limited | |
| By: | |
| /s/ Ng Wing Fai | |
| TAG Holdings Limited | |
| By: | |
| /s/ Ng Wing Fai |
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