Transaction expected to value the combination of AGBA and Triller at approximately $4 billion.Majority shareholder support already obtained from both AGBA and Triller.At closing, Triller will be a wholly-owned subsidiary of AGBA.AGBA stockholders will own 20% of the combined company, while Triller stockholders will own the remaining 80% of the combined company. LOS ANGELES, April 18, 2024 — NASDAQ-listed, AGBA Group Holding Limited (“AGBA” or “the Company” or “the Group”) together with Triller Corp (“Triller”) announced today that they have entered into a definitive merger agreement (the “Merger Agreement”) to combine AGBA, the leading one-stop financial supermarket in Hong Kong, with Triller, the leading Artificial Intelligence-driven (“AI”) social video platform. The proposed business combination (the “Business Combination”) will result in a valuation of the combined company at approximately $4 billion on a pro-forma basis. This groundbreaking merger combines AGBA’s financial expertise with Triller’s cutting-edge AI-driven content creation and SaaS capabilities, aiming to transform global digital ecosystems. Triller is a leading global AI-powered technology platform that facilitates the interaction between “Creators” including influencers, artists, and athletes, top global brands and users. With its Amplify.AI technology, Triller seamlessly integrates across major social media platforms, generating over 500 million interactions quarterly across 436 million consumer accounts. Triller serves as a bridge between users and Fortune 500 companies like Meta, Verizon, Nike, Disney, and Pepsi, helping enhance user engagement and bolster their digital presence. AGBA is a leading Asia-based financial services company that serves over 400,000+ individual and corporate customers in Hong Kong. With access to a diverse range of 1,800+ financial products, comprehensive training, and integrated operational support, AGBA empowers its clients to enhance productivity and compliance while delivering a seamless customer experience. By strategically integrating AGBA’s financial services expertise with Triller’s innovative suite of AI-driven digital content and SaaS offerings, this merger establishes new benchmarks in the convergence of technology, finance, and media. The combination of the two entities is expected to supercharge growth, enabling Triller to capitalize on its large user base, accelerate revenue and earnings growth, and maximize synergies between AGBA’s customer base and Triller’s offerings. Triller’s AI and Natural Language Processing technology, along with its experience in working with creators, celebrities, and brands to generate marketing awareness through digital, live, and virtual content, will further solidify AGBA’s position as Asia’s leading investment advisor, comparable to a Registered Investment Advisor (RIA) in the U.S. The Business Combination will also effectively result in the combined entity having one of the largest creator shareholder bases globally, including notable artists, influencers, and institutions such as the D’Amilio Family, Wiz Kalifa, Universal Music, Sony Music, Warner Music, Christina Aguilera, Marshmello, Ty Dolla $, Falcon, David Grutman, Shawn Gee, Des Bryant, Snoop Dogg, Tim Draper, Swizz Beats, Timbaland, Pegasus, Superbrands, Top Dawg, The Weeknd, Kendrick Lamar, Pitbull, TI, and Jake Paul. Leadership The leadership for the combined entity post-merger will include Bobby Sarnevesht as Triller CEO, Bob Diamond as Group Chairman, and Wing-Fai Ng as Group CEO. Mr. Bobby Sarnevesht, Chief Executive Officer of Triller Inc. said “Through this merger, we are poised to accelerate our innovation trajectory and significantly expand our market presence, creating unparalleled value for our users and stakeholders globally. In addition, with the transaction approved by both company boards and majority shareholders, we believe this is the most efficient route for Triller to access public capital markets and secure the liquidity needed for rapid growth. Triller’s Digital Media, Social Selling, AI, Combat Sports, and SaaS businesses have experienced tremendous growth, and this merger positions Triller to achieve new milestones.” Mr. Wing-Fai Ng, Group President of AGBA Group Holding Limited stated, “With a rich history of setting records and making bold moves, we believe Triller is now on the brink of an exciting future. Its groundbreaking technology, coupled with an aggressive and strategic business model, positions it not just as a formidable competitor to tech giants but as a potential game-changer in the industry. AGBA’s expertise in capitalizing on financial value from complex developments and rapid growth will provide the fuel for Triller’s rocket ships. Together, we have a lot to accomplish.” The boards of both AGBA and Triller have approved the proposed Business Combination. The Closing is subject to regulatory and stockholder approvals and the satisfaction of other closing conditions. Transaction Overview At closing of the Business Combination, Triller will be a wholly-owned subsidiary of AGBA. The pro forma valuation of the combined company will be $4 billion, with the stockholders of Triller and the holders of Triller’s RSUs owning 80% of the post-Merger Group, and AGBA shareholders owning 20% of the post-Merger Group. For more details, please refer to the Company’s Report on Form 8-K filed with the Securities and Exchange Commission on 18 April 2024. The latest press release is available on the company’s website, please visit  # # # About AGBA Group:Established in 1993, AGBA Group Holding Limited (NASDAQ: “AGBA”) is a leading one-stop financial supermarket based in Hong Kong offering the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) 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 About Triller Corp:Triller is the AI-powered open garden technology 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; Amplify.ai, a leading generative 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 Investor Relations and Media Contact: Ms. Bethany Lai +852 5529 4500Social Media Channels: agbagroup |  |  |  |  Important Information About the Proposed Business Combination and Where to Find ItIn connection with the Merger Agreement and the proposed Business Combination, AGBA intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A, which will be mailed or otherwise disseminated to the shareholders