AGBA’s merger with Triller Corp. is on track to close

Shareholder approval was granted for AGBA to be incorporated as a Delaware Corporation and domiciled in the U.S., operating under the name Triller Group Inc.

All AGBA/Triller merger closing conditions have been met, with the exception of the final Nasdaq listing regulatory approval, soon anticipated

NEW YORK, Sept. 19, 2024 /PRNewswire/ — AGBA Group Holding Limited (Nasdaq: AGBA) (“AGBA” of the “Company”), a multi-channel business platform delivering first-class financial services through machine-learning technologies, today announced the results of its general shareholder meeting (the “Meeting”) held on September 19, 2024. During the Meeting, AGBA’s shareholders resoundingly approved all proposals put forth for vote and moved AGBA’s merger with Triller Corp. to its final stage of completion.  In the coming weeks, AGBA and Triller Corp. anticipate receiving Triller Group Inc.’s (the pro forma merged parent company) new Nasdaq listing approval, the final closing condition to the transaction, and expect their merger to close shortly thereafter.

Today’s Meeting and shareholder vote provided approval for AGBA to be re-domiciled in the State of Delaware and incorporated as a company under Delaware State Law operating under the new name “Triller Group Inc.”

The shareholder vote also approved the amended and restated merger agreement dated as of August 30, 2024 (“Merger Agreement”), by and between AGBA (to be renamed Triller Group Inc.), AGBA Social Inc., a wholly owned Delaware subsidiary of AGBA, Triller Corp. and Triller’s stockholder representative, with respect to the acquisition of 100% of the outstanding capital stock and conversion of all restricted stock units of Triller Corp., in exchange for common stock and preferred stock of the newly named Triller Group Inc. the conversion of all existing Triller Corp. restricted stock units into Triller Group Inc. restricted stock units, and the assumption of certain Triller Corp. warrants.

It was also agreed at the Meeting that AGBA’s Revised Charter Amendment would supersede and stand in substitution for the Charter Amendment Proposal to approve (i) the adoption and filing of the Company’s Sixth Amended and Restated Memorandum and Articles of Association to supersede and replace in its entirety AGBA’s Fifth Amended and Restated Memorandum and Articles of Association to, among other things, (A) increase the number of the Company’s ordinary shares authorized for issuance thereunder from 1,000,000,000 to 1,500,000,000, (B) authorize a new class of 100,000,000 class A preferred shares and authorize a new class of 45,000 super voting class B Shares, with each share entitled to 10,000 votes, and (C) to enable the majority shareholders to approve matters by written consent, and (ii) the adoption and filing of AGBA’s Seventh Amended and Restated Memorandum and Articles of Association to supersede and replace in its entirety the Company’s Sixth Amended and Restated Memorandum and Articles of Association to consolidate the above amendments and to effect the forward share split of the AGBA Ordinary Shares on a 1.9365 basis, and the resulting increase in the total number of authorized ordinary shares from 1,500,000,000 to 2,904,753,145 and increase in the outstanding AGBA Ordinary Shares from 97,736,035, shares to 189,265,804 shares and reduction in the par value of each  AGBA Ordinary Shares from $0.001 to $0.000516395 (the “Share Split”).

AGBA’s shareholders authorized and approved that after its merger with Triller Corp. has closed, and based on the number of outstanding AGBA Ordinary Shares as of August 30, 2024, Triller Corp.’s Stakeholders will hold 70% of the aggregate of (i) the economic interests of the outstanding Triller Group Inc. capital stock plus (ii) the outstanding Triller Group Inc. RSUs, and the current AGBA shareholders will hold the remaining 30% (“Agreed Stakeholder Proportions”), and that AGBA’s Board of Directors (“Directors”) be and are hereby authorized to make such amendments and adjustments to the Merger Agreement and the numbers of securities to be so issued in Triller Group Inc., in their sole discretion, as may be required or desirable to give effect to the Merger Agreement Proposal and the Agreed Stakeholder Proportions.

Further, the shareholders granted to authorize and approve a reverse share split of AGBA Ordinary Shares in the range of 1 to 1.5 to 1 to 20 and grant to AGBA’s Directors the discretion and authority to determine the exact reverse split ratio, within the above specified range, (“Reverse Share Split”) and to further authorize and approve any consequential changes and amendments to AGBA’s memorandum and articles of association, and to authorize and grant discretion to AGBA’s Directors to do all things necessary to give effect to the Reverse Share Split as may be required.

These approved proposals reflect transformative changes being implemented at AGBA and mark a significant step forward for Triller Group Inc.’s future enhanced growth and positioning within the technology and social media industries.

For more information on today’s shareholder vote, please refer to AGBA’s Report on Form 6-K filed with the SEC on September 19, 2024. The latest press release is available on the company’s website, please visit: www.agba.com/ir.

About AGBA    
Established in 1993, AGBA Group Holding Limited (Nasdaq: “AGBA”) is a leading, multi-channel business platform that incorporates cutting edge machine-learning and offers a broad set of financial services and healthcare products to consumers through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs. Trusted by over 400,000 individual and corporate customers, the Group is organized into four market-leading businesses: Platform Business, Distribution Business, Healthcare Business, and Fintech Business.

For more information, please visit www.agba.com

About Triller Corp.       
Triller is a next generation, AI-powered, social media and live-streaming event platform for creators. Pairing music culture with sports, fashion, entertainment, and influencers through a 360-degree view of content and technology, Triller uses proprietary AI technology to push and track content virally to affiliated and non-affiliated sites and networks, enabling them to reach millions of additional users. Triller additionally owns Triller Sports, Bare-Knuckle Fighting Championship (BKFC); Amplify.ai, a leading machine-learning, AI platform; FITE, a premier global PPV, AVOD, and SVOD streaming service; and Thuzio, a leader in B2B premium influencer events and experiences.

For more information, visit www.triller.co

Investor Relations:       
Bethany Lai
ir@agba.com
+852-5529-4500  

Media Contact:
Catherine Polisi Jones
Polisi Jones Communications
cjones@polisijones.com
+1-917-330-8934

Safe Harbor Statement

This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; product and service demand and acceptance; changes in technology; economic conditions; the outcome of any legal proceedings that may be instituted against us following the consummation of the business combination; expectations regarding our strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities; reputation and brand; the impact of competition and pricing; government regulations; fluctuations in general economic and business conditions in Hong Kong and the international markets the Company plans to serve and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC, the length and severity of the recent coronavirus outbreak, including its impacts across our business and operations. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward–looking statements to reflect events or circumstances that arise after the date hereof.

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SOURCE AGBA Group Holding Limited

Quarterly PSN Top Guns List published by Zephyr identifies best-in-class separate accounts, managed accounts, and managed ETF strategies.

BOCA RATON, Fla., Sept. 19, 2024 /PRNewswire/ — Financial Trust Asset Management announced today it has been named to the celebrated PSN Top Guns List of best performing separate accounts, managed accounts, and managed ETF strategies for Q2 2024. The highly anticipated list, published by Zephyr, remains one of the most important references for investors and asset managers.

“PSN Top Guns award winners are honored for exceptional performance. Showcasing these strategies within a dedicated peer universe provides essential insight for advisors, institutions, plan sponsors, family offices and wealth managers interested in incorporating SMAs (Separately Managed Accounts) into their clients’ portfolios,” says Nick Williams, Product Manager of PSN at Zephyr. “It is because of this that this quarter marks the first time that PSN Top Guns is now openly accessible.”

Financial Trust Asset Management’s separate account strategies won 34 Top Guns awards from Informa Investment Solutions (PSN) for the 2nd Quarter 2024. Financial Trust had 13 strategies win 34 awards in 15 universe categories.

“Ongoing recognition by Informa PSN for the performance of our quantitatively driven investment strategies is something we are very proud of,” says Arno Mayer CFA CFP, Chief Investment Officer for Financial Trust.

Greg Vigrass, President & CEO for Financial Trust added, “continuing to be recognized in this way is a real honor, and recognition of our focused, disciplined investment approach.”

Through a combination of PSN’s proprietary performance screens, PSN Top Guns awards products in six proprietary categories in over 75 universes based on continued performance over time.

Financial Trust Asset Management’s following strategies earned a PSN Top Guns award for the 2nd quarter of 2024.

For a list of Financial Trust’s award winning strategies for Q2 2024, click here.

[1-Star Category:] had one of the top ten returns for the quarter in their respective strategy.

[2-Star Category:] had one of the top ten returns for the one-year period in their respective strategy.

[3-Star Category:] had one of the top ten returns for the three-year period in their respective strategy.

[4-Star Category:] had an r-squared of 0.80 or greater relative to the style benchmark for the recent five-year period. Moreover, the strategy’s returns exceeded the style benchmark for the three latest three-year rolling periods. The top ten returns for the latest three-year period then become the 4 Star Top Guns.

[Bull & Bear Masters:] had an r-squared of 0.80 or greater relative to the style benchmark for a three-year period. Moreover, the strategy had an upside market capture over 100 and a downside market capture less than 100 relative to the style benchmark. The top ten ratios of Upside Capture Ratio over Downside Capture Ratio become the PSN Bull & Bear Masters.

The complete list of PSN Top Guns and an overview of the methodology can be located at https://informaconnect.com/zephyr/psn-top-guns/.  

About Financial Trust Asset Management
Financial Trust Asset Management is an independently owned boutique investment management firm specializing in active and passive investment solutions for individual investors and investment professionals.

Our mission is to empower investors and investment professionals to achieve financial success through trusted relationships, expert guidance, and personalized solutions.

The firm’s highly disciplined, quantitative investment approach is characterized by a distinctive blend of fundamental bottom-up stock selection, top-down macro research and technical evaluation.

https://informaconnect.com/zephyr/psn-financial-sma-data/
For nearly four decades, https://informaconnect.com/zephyr/psn-financial-sma-data/ has been a top resource for investment professionals. Asset managers rely on Zephyr’s PSN to effectively reach institutional and retail investors. Over 2,800 firms, 285 universes, and more than 21,000 products comprise the PSN SMA database showing asset breakdowns, compliance, key personnel, ownership diversity, ESG, business objectives and strategy, style, fees, GIC sectors, fixed income ranges and full holdings. Unique to PSN is its robust historical database of nearly 40 Years of Data Including Net and Gross-of-Fee Returns. PSN Mid-Year Outlook provides insight and trends about the SMA industry. You can view it online here.
Visit PSN online to learn more.

Disclosure: Past performance is not a guarantee of future results. Certain investments give rise to substantial risk and are not suitable for all investors. There is no guarantee that an investment with the referenced strategies will meet its investment goals and the rating many not be representative of any one client’s experience. Financial Trust Asset Management claims compliance with the Global Investment Performance Standards (GIPS®) and prepares performance data in compliance with GIPS standards and meets the requirements of the CFA Institute with regards to creating and reporting product composites. The ratings at PSN reflect the requirements of the GIPS standards published in the GIPS Handbook and are an average of all of the experiences of the manager’s client base. All material provided is compiled from sources believed to be reliable and current, but accuracy cannot be guaranteed. The investment performance figures submitted to PSN portray the history for all separately managed portfolios that meet the composite definition gross of fees. The information presented herein should not be considered as personalized investment advice nor construed as a solicitation to buy or sell any security or engage in a particular investment strategy. PSN and Informa Financial Intelligence have no affiliation with Financial Trust Asset Management, but rather evaluate investment managers’ performance on an objective basis. All other disclosures and fee schedules can be found in Financial Trust Asset Management’s Form ADV Part 2A which is available on our company website. Financial Trust Asset Management, Chartered is state- registered Investment Advisor. www.Financialtrust.net

Media Contact: Greg Vigrass
Financial Trust Asset Management                                            
gvigrass@financialtrust.net
(407) 492-0672

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SOURCE Financial Trust Asset Management

Leveraging the ATLAS platform, Eonix will accelerate battery materials discovery focused on powering Directed Energy, C-sUAS, and e-VTOL systems

KNOXVILLE, Tenn., Sept. 19, 2024 /PRNewswire-PRWeb/ — Eonix, a pioneer in next-generation battery technology, has been selected by AFWERX for a PHASE II STTR contract with the University of Tennessee Tickle College of Engineering in the amount of $1.7M focused on ultra-high-power batteries for directed energy, counter drone swarms, and e-VTOL systems. The funds will be used to design high conductivity electrolytes that are drop-in compatible with batteries manufactured today and meet the ambitious DoD energy storage targets for next gen platforms.

“New technologies like Directed Energy, Counter Small Unmanned Aircraft (C-sUAS), and electric Vertical Take Off Landing (e-VTOL) Systems promise to transform modern air defense systems by offering cost-effective engagement, enhanced base resiliency, and advanced surveillance and attack capabilities,” said Eonix Founder Don Derosa. “Our ATLAS materials discovery platform will design a next generation battery chemistry that improves power density, discharge rate, and operational temperature…thus powering the Air Force to respond to a rapid evolution of aerial threats.”

Eonix is revolutionizing battery product development, leveraging their ATLAS platform which is 40x faster and 15x lower cost than traditional R&D methods. This groundbreaking platform, previously harnessed for projects backed by Army/DOE/NSF/Air Force, pairs real-time measurement of material behavior in batteries with quantum mechanics simulations to train AI models, significantly accelerating materials discovery. These models predict material performance and suggest novel material candidates, marking a significant leap forward in the quest for next-gen energy storage solutions.

The Air Force Research Laboratory and AFWERX have partnered to streamline the Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) process by accelerating the small business experience through faster proposal to award timelines, changing the pool of potential applicants by expanding opportunities to small business and eliminating bureaucratic overhead by continually implementing process improvement changes in contract execution. The DAF began offering the Open Topic SBIR/STTR program in 2018 which expanded the range of innovations the DAF funded and now on Eonix will start its journey to create and provide innovative capabilities that will strengthen the national defense of the United States of America.

The views expressed are those of the author and do not necessarily reflect the official policy or position of the Department of the Air Force, the Department of Defense, or the U.S. government.

About Eonix

Eonix is designing next generation batteries decades ahead of most R&D cycles using the world’s first end-to-end automated materials discovery platform for energy storage. Eonix’s mission is to design market specific materials, decades ahead of their time, that are drop-in compatible with batteries manufactured today. This will enable affordable EVs, fast charging consumer electronics, safer energy storage for the warfighter, and a greener future. With funding from the Department of Defense, Department of Energy, and National Science foundation, Eonix has leveraged our ATLAS platform to design a non-flammable lithium ion battery. Learn more about our revolutionary process at www.eonixenergy.com

About AFRL

The Air Force Research Laboratory is the primary scientific research and development center for the Department of the Air Force. AFRL plays an integral role in leading the discovery, development, and integration of affordable warfighting technologies for our air, space and cyberspace force. With a workforce of more than 12,500 across nine technology areas and 40 other operations across the globe, AFRL provides a diverse portfolio of science and technology ranging from fundamental to advanced research and technology development. For more information, visit www.afresearchlab.com

About AFWERX

As the innovation arm of the DAF and a directorate within the Air Force Research Laboratory, AFWERX brings cutting-edge American ingenuity from small businesses and start-ups to address the most pressing challenges of the DAF. AFWERX employs approximately 370 military, civilian and contractor personnel at five hubs and sites executing an annual $1.4 billion budget. Since 2019, AFWERX has executed over 6,200 new contracts worth more than $4.7 billion to strengthen the U.S. defense industrial base and drive faster technology transition to operational capability. For more information, visit: www.afwerx.com

Media Contact

Ryan Sommer, MaintainPR, 1 6462204256, ryan@maintainpr.com, https://www.maintainpr.com

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SOURCE Eonix